Feminine Troubles
by Thornwitch
Summary: Something of a fix-fic for all those gender-bender stories where someone turns female and becomes a wuss. The Autobots are female. Amazons, Roll Out!
1. Chapter 1 Changes

Feminine Troubles

Aka Mechs to Femmes. The Autobots are now female. The Decepticons are now confused. And Megatron starts to realize that there may be an alternative to endless war.

Author's Note: this was a response to a prompt on Transformers Kink Meme. It's quasi G1, but includes elements from various versions. It's also a comedy which is only suitable for adults. I mean it. See the rating? If you are not old enough to read/watch naughty things, please hit the back button.

1. CHANGES

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><p>"Megatron! Release the humans!"<p>

The voice was smooth, commanding, resonant…and female. Alto. Ringing like a silver cathedral bell. All over the soon-to be battleground at the refinery, Decepticon heads whipped around. Shortly thereafter, jaws dropped.

Through the chocking, whirling dust kicked up by the flying mechs' engines, came what logically should have been the familiar broad shouldered red and blue form of Optimus Prime. Instead, the form was rather slighter, a touch shorter, and very curvy.

The Optimus Prime-colored femme strode across the battlefield. Her determined blue optics intent above a battle mask whose shape was just ever so slightly wrong. Familiar looking antennas graced the head of a form far too slender and graceful to ever belong to a mech. Hips swayed in a way that no male Cybertronian could accomplish, even Starscream at his most bitchy. To each side of the apparition where a pair of gracile black and white femmes who moved with easy competence. One bore a red chevron, the other a familiar blue visor.

The tree of them leveled their weapons at the energon raiding party.

Behind the trio, the rest of what should have been the Decepticons' ancient foes untransformed into svelte female frames.

Megatron dropped the energon cube he held on his pede.

* * *

><p>The battle had gone well.<p>

Despite the disadvantage of their newly diminished physical mass, the Autobots had easily driven off the Decepticon forces. Of course, it hadn't been much of a battle. For one thing, it had taken the opposition so much time to shake off their shock that Prime's group had a definite strategic advantage. For another, when Sideswipe and Sunsteaker had tackled Thundercacker and Skywarp, the jets had practically rolled over and played dead. Though dead mechs rarely smiled in such a disturbingly smarmy way…

Ironhide had mumbled something about "giving the younglings a talk regarding appropriateness of jet judo" at the display. To be honest, some of the Autobots had long wondered about the twins fascination with jumping on the seekers and grabbing their wings all the time…

Starscream had stared, speechless for perhaps the first time in his life. Even Soundwave had appeared distinctly nonplussed.

Optimus physically shook her head to dispel the unsettling images. She supposed that the seekers hadn't been nearly as bad as the cassette twins. Rumble and Frenzy had taken one look at the arrayed Autobot forces and frozen up, their cooling fans beginning to whine as their simple little processing cores overheated. The matrix bearer never thought the day would come when she would miss the mini-mechs' usual insanely aggressive behavior.

It occurred to her that there was the possibility that the two symbiote brothers had never seen female Cybertronians in person before. Actually, that might make the whole situation more disturbing, not less…

None of the Autobots knew much about Soundwave's symbiotes, including their ages.. Now that she thought about it, it was entirely within the realm of possibility that they had been sparked after most surviving femmes had joined the Autobots or gone to ground. They certainly acted like badly adjusted punk younglings most of the time.

Female Transformers had been relatively rare for a very long time, and many had been killed in the early days of the war. There had only been a tiny number of them in the Cybertronian army, and almost all of the Decepticon forces had begun their lives as military builds. The civilian casualties at the beginning of the war had been brutal. Elita's forces on Cyberton had been in hiding for vorns, running an insurgency as best they could.

* * *

><p>Optimus sighed, and shifted on her office chair. She was sitting at her desk, attempting to get some work done. Unfortunately, her mind kept turning to their new state and dwelling on what it would mean to the war effort. Besides, there was another whose potential reaction was a concern. Optimus had been bonded with Elita One for millenia, and she had no idea how the femme commander would react to her mech turning into another femme.<p>

While Optimus knew the rose-colored femme was…flexible in her arrangements, just like most Cybertonians were, she had bonded with Optimus when he was still, well, a he. She might be most displeased. Loosing Elita as a partner would just be the perfect topper to an already horrible situation.

Then there was Megatron. Optimus wasn't sure what to make of the other leader's reaction. She had expected taunting and mockery, or for the Decepticon to immediately attack physically. Her programming and reflexes had been altered to fit her new form when they had been changed, so her fighting abilities were the same as always, but she now massed nearly twenty-five percent less than before. That actually made her an anomalously large and solid femme, but definitely put her at a disadvantage in hand-to-hand combat with a military spec mech.

Prowl and Ironhide, who was utterly horrified by the new development, had started researching a human martial arts system called Wing Chun. It had been created by a Buddhist nun in the 1700s, and the art was designed to allow a smaller lighter opponent to fight a larger, heavier one successfully.

Frankly, Optimus was doubtful, but by Primus, she was not going to loose this war or cede Earth to Megatron's forces because of a little thing like turning female. They would just have to rely more on their guns and less on their fists for the immediately foreseeable future. She had assigned the science team to work on finding compensatory measures.

At least they were all faster and more maneuverable in their current forms. Smokescreen had suggested that they use their new "charms" to distract their opponents, but Optimus rather doubted that would work. Though oddly enough it actually had during that last battle…

Megatron had dropped the energon cube he held and just stared, an incredulous expression on his faceplate. Instead of flinging himself bodily into combat with his rival, he had stalked forward like a very confused predator. Possibly a concussed metal tiger. She had been braced for their usual grappling, and had not expected the Decepticon leader to just stop and loom over her, staring.

"_Prime_?" he had whispered, shock in that deep, rumbling voice. He had made an abortive move as if to touch her face-plate, as though he couldn't believe his optics. Naturally she had blasted him before he got over his surprise enough to go back to threatening the civilians.

Really, Optimus supposed she couldn't blame him for the gobsmacked reaction. When she had first seen the changes to Jazz and Bee, and then the others, she hadn't believed it either. Of course, in her case, she had noticed the changed shape of her servos when she had reached out to see if her tactile sensors would confirm what her optics were telling her. Then she had looked down at her own chassis and let out a most un-Primelike screech.

Ironhide was still teasing her about that, in fact. "Screaming like a girl, Prahm?" she said. Not that she could talk, really. Hide was still mourning the loss of her spike, the big girly-femme.

Some of the men, er, femmes were definitely taking it better than others. Sunstreaker, oddly enough, hardly seemed bothered at all. And Optimus was sure she had seen Tracks checking herself out in a mirror…

Well, to be honest, they had all done it. It was impossible not to, really. For one thing, none of them had seen an actual femme in an awfully long time…besides, some of the Autobots were now _gorgeous_. Mirage, for example. And Bluestreak was criminally adorable. Perhaps Smokescreen was right, and they could use their newly acquired Feminine Whiles on their enemies. It might even be fun…

No, no, Bad Prime.

* * *

><p>If Optimus was being really truthful with herself, she would admit it. Megatron was a fine figure of a mech when he wasn't trying to kill her, her men (er, femmes) or hapless civilians. Plus, his reaction to her new femininity was extremely flattering. On the battlefield, with that broad-shouldered form looming over her, and that deep, darkly charismatic voice rumbling through her, she had experience a very unusual flutter in her systems.<p>

She had still reflexively blasted him when he tried to touch her. After all, the two of them had been trying to slag each other for eons, and normally being in physical contact with the Decepticon leader meant violence. Now she wondered what it would be like to be touched by those dark, clawed hands if they weren't trying to do harm?

Optimus had found Megarton's proximity unnerving, which had not happened since the first time they had met in battle. Pit, he had looked huge. It had been very, very strange to see him that close and not be actively fighting with him. Plus, he had been perfuming the air with spicy masculine cyber-pheromones that she had never noticed when she was a mech. Surely he hadn't _always_ smelled that good…

Without battle routines using the majority of her processor power, she was free to notice details about Megaton's physique that she had never paid attention to before. The craggy gunmetal armor marked with the scars of thousands of battles and intent red optics had been shockingly attractive, in truth. It was a shame he was a malevolent would-be conqueror. He was strong and cunning, and in another life he might have been one of the Prime's generals. Instead, he was an enemy, and her own weapons had created many of those time-faded scars.

Idly, she wondered what he would have been like if not for the war. She knew he had been a gladiator, back when she was still a young dock worker named Orion Pax. She had never been to an arena fight back then, and had regarded the whole thing as barbaric, against the teachings of Primus.

She had no idea whether Megatron had chosen that life. There were many rumors about his origins, and they contradicted each other wildly. She did know that some of the gladiator mechs had been slaves, and if she had been Prime at the time, she would have put a stop to it. They had had some justification for rising in rebellion, as did the military mechs who joined them, though that did not excuse the carnage they had wreaked on the civilian population. Including most of the femmes. They had died in droves at the beginning of the war, and few had been on the Decepticon side, mostly because they were almost invariably in civilian occupations.

Femmes simply were not built for heavy industry and military purposes. When Transformers gradually stopped procreating sexually and began to build their population to spec, their gender balance had become skewed. Femme frames were only built with some occupations in mind, like medics, musicians and data engineers. Things that smaller, more efficient frames made sense for. The Changed Autobot femmes who used to be mechs were, according to Kup, more like throwbacks to an earlier age.

They resembled the female Transformers built in the time period before femme frames had become a minor subset of the population. Once, there had been female warriors and builders, but the free flowing energon and easy access to the Allspark that had characterized the golden age made them obsolete.

As young mechs, Orion and his friend Dion had been fortunate to have a close friendship with the femme Ariel. After the three of them had nearly died, and been upgraded into their current forms as Optimus, Ultra Magnus and Elita One, Optimus and Elita had grown closer. As a mech, Optimus had definitely known his way around a femme chassis.

Nevertheless, Optimus was _not_ going to think too hard about Sunsteaker's comments regarding "checking the functionality" of her new systems.

* * *

><p>Megatron wasn't sure whether to break out the high grade and celebrate or throw a screaming tantrum. For one thing, Starscream wasn't around to yell at, having mumbled something along the lines of "I'll be in my bunk" and slunk off.<p>

Actually, that reaction had been pretty standard among the troops. No one had even bitched about their retreat without most of the energon they came for. Megatron had never seen so many dreamy looks on his usually bitter, crude, battle-hardened troops' face-plates.

Well, having your ancient enemies turn into walking wet-dreams might be a reasonable cause for something like that, he supposed.

Pit…Optimus Prime, the enemy leader…Even Megatron had always been willing to admit (at least to himself) that the accursed Autobot was a formidable foe. Powerful, majestic, noble…a born leader hobbled by a too-soft spark and a ridiculously inflexible moral code.

Now, Megatron was forced to add "impossibly foxy" to that description. Primus, how long had it been since he had last laid optics on a female Cybertonian? Vorns, at least. There had been some grainy footage of a handful of Autobot insurgents on Cybertron, but nothing more.

Unbidden, his processor threw up a fantasy of the Autobot commander in chains at the foot of his throne. Megatron felt his internal temperature rising at the image. It was certainly not the first time he had imagined something similar, and was in fact a favorite daydream, but it was much different now that his mind was painting an image of those sleek curves bound by energy chains instead of the Prime's old blocky form.

Instead of his usual imagining of a captive Optimus in the position of a lowly drudge, perhaps a mine slave like Megatron had once been, she would now be a pampered, lovingly maintained consort. Perhaps not his queen; no, that would grant the Autobot too much authority. Femme or not, she was still powerful, and dangerous to his ambitions.

Although…if it were possible to have all that strength and grace on his side, supporting his cause…Unlikely, but he supposed a mech could dream.

She would be the mother of his sparklings, to be certain. Megatron would take Optimus Prime as a consort, won through battle or seduction. Or better yet, both. Only the best would do for the Lord of Cybertron. He would grant his followers Autobot prisoner/consorts of their own. It would make his troops more loyal, and provide a way to repopulate safely and quickly. He would however have to monitor the femmes' condition closely to be sure that his men weren't damaging such a precious resource unduly.

The formerly worthless Autobots had become an almost unimaginable treasure. Optimus was its crown jewel, of course. And of course she would belong to Megatron. No other would touch her, ever. Well, unless it was one of the other femmes, of course. That would be slaggin' hot. Those lovely black and white officers who were the second and third in command under Prime made a beautiful contrast to her flame-painted chassis.

Megatron took another short vacation to fantasy land, then forcibly wrenched his imagination back under control. Come to think of it, didn't Prime have a long-standing relationship with that troublesome femme commander back on Cybertron? Shockwave had never been able to capture any of her troops, which spoke for excellent leadership skills.

He would need to smoke Elita's people out of hiding somehow, but it was not yet a priority. He couldn't have insurgents on his throne world, but for now the situation was in no way pressing. By the time it absolutely had to be addressed, he would probably have sparklings to use as a lure in capturing them. Easy enough to fake a situation where younglings were being "menaced" by a few Decepticons, with hidden troops waiting for the femmes to try to rescue them. His people could then capture them and begin the process of taming them. Hopefully having sparklings around would help with that, too.

It would be necessary for the femmes to have each other's company, of course. Unhappy or overly stressed females did not become sparked up, or their bodies would reject the drain on their systems that a sparkling caused, and the new-spark would be lost. It would be bad enough that his troops' brutish manners would constantly strain their delicate systems, without adding social isolation to the mix.

Megatron had really only ever had fleeting contact with females of his own kind. As a mine slave, he had always been surrounded by mechs only, and as a gladiator, the many femmes he had contact with were only interested in thrills or bragging rights. Of course, once he had become leader of the rebellion, most femmes had been part of the regrettable collateral damage of the war.

There had been a few who he had interacted with on other terms, mostly medics and scientists, or the occasional entertainer.

There had been a medic in the pits who all the gladiators had revered. An elderly femme named Steelforge who was always unfailingly kind and gentle to her patients, and her young femme apprentice Torchweld. Looking back, he wondered what the pit they had been doing in that hellhole. The gladiatorial complex had been no place for a couple of sweet little females. Well, perhaps Steelforge hadn't been precisely "sweet," but he had been fond of her.

If there had been an upside to getting the slag beaten out of him in a fight, it had been the expert, considerate repairs from the old medic afterwards. It was one of the only times he had ever been cared for in such a way.

He remembered being almost afraid to go near the two medics, because they were so small and delicate and gentle compared to his own hulking frame. When he was much younger, he had often wondered what became of them during the war. They were probably deactivated long ago. Megatron supposed that all the surviving natural femmes must be the toughest and fiercest left from the old days, so they would be a lot sturdier than Steelforge or Torchweld. Certainly the newly transformed Ironhide and Prime were still strong and capable.

Speaking of Prime…he had been indulging in a systems-heating fantasy…

Yesssss, that gorgeous blue and red form sprawled across the Decepticon lord's lap, hands cuffed behind her…Head tilted back on slender neck to allow Megatron's mouth access to the wires and conduits of her vulnerable throat….

He would have a collar made for her, he thought. One bearing the Decipticon sigil. Not the kind of heavy, bulky thing he had worn in his slave days, of course, but a finely wrought item that would proclaim to all that the Autobot leader was his. Of course, first he would have to make that happen. He had never been able to bend Prime to his will before, but now he had new tools available.

Perhaps he also needed to spend some time in his bunk.

* * *

><p><em>Author's Note: As I mentioned before, this is continuity soup, and I should probably clarify just a couple more things before the insanity goes any further. <em>

_Cybertonians' primary mode of reproduction involved the Allspark for millions of years, because sexual reproduction was cumbersome and resource heavy. They could always do it, they just usually didn't. Perhaps it was regarded as barbaric. Author is not sure yet. _

_On scale issues; I've decided that various transformers subspace some of their mass to turn into cars, because I want the standard size for an Autobot to be about the same as a Decepticon, and a jet is just a LOT bigger than a car or truck. I want Femme!Optimus to still be a bit larger than a seeker mech. However, Megatron turns into an alien fighter plane a la movie, because turning into a tiny little gun is silly :-) Ditto for using movie time frame. In G1, if they were in stasis on Earth for 4 million years, why has nothing changed on Cyberton? I mean, wouldn't Elita and Shockwave have taken over the factions by then? It was frikkin' Geological time! The war has to be faster progressing than Earth glaciers!_

_Hell, wouldn't they either have gone extinct, or the war would have ended? I chalk this up to the Trope "Scifi writers have no sense of scale".) _

Second Note: Thank you Merrypaws for telling me how to get my line breaks back on here. FF ate them when I uploaded and I couldn't figure out how to get them back!


	2. Chapter 2 Adjustment

Feminine Troubles Chapter 2 Adjustment

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><p>Bumblebee was being stalked.<p>

Either that, or Ironhide was, but she thought it was her. After all, no one would be crazy enough to stalk the weapons specialist, except perhaps Blitzwing? There were no jets in the sky, so it definitely wasn't him.

But who would want to follow the yellow minibot? She was nothing special, her biggest talent being her ability to get along with almost anyone.

Bumblebee was paired with Ironhide for a routine patrol, and not doing anything interesting or secretive. There was absolutely no reason for anyone to want to follow her around. Perhaps it was some kind of prank?

Ironhide hadn't resigned herself to being a femme yet. She grumbled about the loss of mass, the affront to her mechly dignity, and the bizarre feeling of having a pair of deep interfacing ports instead of a spike and a shallow port. The former mech's impressive curves made it impossible to overlook the changes, even a little. She was, as Mr. Witwicky put it, "built like a brick shithouse." The colorful description did not make a whole lot of sense to Bee, but everyone got the general idea. Will had offered the word "statuesque" as a more acceptable substitute.

Bumblebee also suspected that Ironhide was worried about what Chromia would think. She had liked the tough-as-nails blue femme the few times they had met, and pretty much assumed that the femmes on Cybertron interfaced with each other just as much as the mechs on Earth had always done. She knew that their organic friends had all sorts of hang-ups about their version of interfacing, but Autobots had always been really casual about the whole thing.

Friends got together regularly. After all, any of them could be slagged tomorrow, and it wasn't like they could pass organic-style diseases to one another like humans did. It was a good way to de-stress, and it helped to reaffirm the group's loyalty to each other. Right now, most of the Autobots were still so freaked out by it all that they were taking a bit of a break from interfacing with each other (There were a few notable exceptions. Bee had been meaning to pay a visit to Ratchet for what she was calling "femme orientation").

Bumblebee had been sparked shortly after the war began, and hardly knew any femmes. So far, her adult experience with femme anatomy consisted of a little quick self-exploration and some fooling around with Cliffjumper. She really needed to find some uninterrupted private time soon.

In the meantime, she planned to stick close to Ironhide and her cannons. Nothing like a large, annoyed femme with an itchy trigger finger and massive firepower to make someone feel secure. The feeling of being watched was creepy. Ironhide made a great security blanket, though.

* * *

><p>Frenzy ducked back behind the trunk of an over sized conifer. "Pit, I thought she saw us."<p>

His twin growled at him over their heavily encrypted com. "Well, if you would stop being so distracted by the shiny that you're even clumsier than usual, she wouldn't. I for one don't much want to have that cannon-lugging whack job up my tailpipe 'cause we're following the little yellow cutie."

"Why are we following her, anyway? She's an Autodork, we're Decepticons, 'an never the twain shall frag."

"Yeah, well half of the twain used to be a really annoying mech, not a sweet little golden femme with the cutest horns I ever seen." Rumble grinned lasciviously. "Best scenery change ever."

"Think it'll last?"

"Sure. The Matrix did it, accordin' to Shockwave's info. Th' Prime went to the ruins of the Temple of Primus and asked for a way to restore Cyberton. It did that."

"Wish we coulda seen his face"

"Ha! Her face, you mean. 'Course, ole Megsy's face when he saw was funny enough. Never thought the Slag-maker would loose it like that over a pretty femme."

"Can't really blame him. I mean, have you _seen _what Prime looks like now?"

There was a dreamy sigh from Rumble. "Yeah…that's prime…"

* * *

><p>The command trine were being watched. Thundercracker had detected sonar pings a while back, and later the gleam of a mech's armor through the trees. When he and his trinemates had swooped down for a look, it was gone.<p>

But who would want to watch them? All they were doing was ordinary aerial maneuvers.

Admittedly, they were all fine figures of seekerhood, and who wouldn't want to watch them fly? But they weren't doing anything interesting. There was no reason anyone in the Autobot army would have them under surveillance, and he couldn't think why the Decepticons would bother.

"So, what to you think, Sunny?"

"Three on one. Bad odds if we wanted a fight."

"But that's not what we're after here."

"They don't know that. And I'm not quite sure how we're supposed to do this either. I mean, do we just go up to one of the birdies and say, 'nice wings, wanna frag?'"

"Hey, that's a good idea!"

Sunstreaker turned to stare at her twin. "You really think that pick-up line would work?"

"Slag, no! I mean the part where we get one of 'em alone. That way if things go bad, we only have one Decepticreep to deal with. Then we grab him so he can't shoot at us or fly away until after we ask if he wants to frag."

"What if he says no?"

"We'll just have to be persuasive, Sunny. Besides, you know what they say about seekers. And if I do say so, we make damn fine femmes. If he says no, we just let him go and never, ever speak of it again."

"Yeah, I guess" said Sunstreaker. She pouted a bit at the thought of being turned down by one of the pretty seekers.

"So which one do we want? Not Screamer, too screechy. And Skywarp can just teleport away, so Thundercracker? He's pretty hot, and has that whole gentlemanly thing going." The golden twin licked her lips, a wicked smile gracing her lips. " I can hardly wait."

Sideswipe grinned. "Me neither, sis. And besides, if we bag one of the birdies, we can probably grab his trinemates later on, once they get that we just want to, y'know, indulge in recreational activities instead of slagging their 'Con afts. "

* * *

><p>Skyfire was going to have to do something drastic if Starscream didn't stop shadowing her. It was becoming annoying, not to mention frustrating.<p>

After all, she was a flier. She had needs!

And so did her ex. And if the stupid flying glitchmouse would stop playing coy, both of them could take care of those needs. It wasn't like it would be the first time. So her hardware was now different and they were on opposing sides of a war. So what? They were fliers, there were here, and Megatron couldn't possibly be better at pleasing a seeker than Skyfire was.

Seriously, what was Scree's problem?

Oh, wait, did he think he was laying an ambush? How sweet! Lets see, should she let him catch her, or turn the tables? Hmmm, decisions decisions…

Skyfire spotted a handy mesa that was sufficiently far from any humans, and descended for a landing. Diving past some handy geologic features that would fox Scree's sensors, she found a suitably picturesque spot and concealed herself as best she could behind an outcropping.

Naturally, the bright-hued seeker followed.

She let him pass her, then pounced. "Hey baby, come here ofte-whoah!"

The smaller jet grabbed her, and swung her past him in one smooth motion, dumping her onto the ground. Then, he pounced gleefully on her white, winged form. A certain amount of tickling and thrashing later, she was gasping as he eased his spike into her hot, wet port.

Starscream bent one of Skyfire's legs up to her chest, as he knelt between her spread thighs. The other curled around him. Distractedly, she noticed that she was much more flexible in her new configuration. Once, she wouldn't have been able to even get in this position. They were also a lot closer in size now than they used to be. The Change had made her noticeably less massive.

"Why Scree," she murmured in between frantic nipping kisses, "did you miss me?"

"Primus" Starcream grated, his face buried against her plating. "You smell wonderful. Why couldn't you have joined the Decepticons so we could live in the same base? We could do this so much more often."

"Because the Decepticon ranks are filled with insane, violent mechs?"

"Well, true as that may be, it would still make interfacing a lot more convenient." Starscream rasped.

Skyfire snorted through her vents. "You say that like you don't have a couple of trine mates to take care of. I'm stuck with a bunch of grounders who aren't sure they trust me, and have no idea how to pleasure a mech with wings. Plus, none of them have spikes of their own any more. I'm the frustrated one here."

Starscream undulated his abdominal components, rubbing his interfacing unit against the inside of his lover's main port. "You don't seem frustrated now, Sky." He teased.

"Well, no. But I wouldn't say no to another spike or two. I haven't tried out having both my ports simultaneously filled yet. Mind if I borrow your trine next time you can't tear yourself away from your lord to meet me?"

The seeker chuckled. "Fickle thing. You always were insatiable."

The white shuttle gave him a disbelieving look. "This coming from you? Really, Scree. I was on the Decepticon base for a while, and I distinctly recall that you have not only Warp and TC as regular lovers, but Megatron as well."

Starscream looked almost sad for a moment. "Not the same, Sky." He said. "Not the same at all."

* * *

><p>Astrotrain had plans, and his prey wasn't going to like them one bit.<p>

He totally did not get why Megatron wasn't hunting down the Autobots and slapping them in chains. It was the only thing that made any sense. Now that they were weak little femmes, the Decepticons could take over, make the Autodorks into slaves, and subjugate the squishies.

The strongest Decepticon warriors could fight over the captured enemies, and of course Blitzwing would win as many Autobot femmes as he wanted. After all, he was one of the strongest fighters in the group. The commanders would claim some of them, but they'd probably go for the officers, anyway.

Astrotrain didn't much care what femme (or femmes) it was. He just wanted a berth-warmer and toy. He imagined armor crumpling under his servos as he crushed an Autobot to his berth, her screams echoing in his audios as he took his pleasure.

Perhaps the belligerent little red one, or the talkative grey gunner. That young Autobot would be entertaining to break.

The triple-changer gave in to the urge to laugh, the evil, hollow echo of his amusement rang through the room.

* * *

><p><em>Author's Note: Thank you to Merrypaws for telling me how to get FF to give me line breaks! It ate them when I posted the first chapter the first time, and I didn't realize there was a formatting tool in preview. <em>


	3. Chapter 3 Surveillance

Feminine Troubles Chapter 3 – Surveillance

_Anything recognizable belongs to someone not me. Probably Hasbro. No money is being made, as this is strictly for shits, giggles, and the occasional squee. Also, adult content. Proceed at own risk._

* * *

><p>Soundwave was attempting to problem solve. Unfortunately, his symbiotes were being even more hyper than usual. Rumble and Frenzy could talk of nothing but the beautiful new femmes. Never mind that they were still Autobots, and still the enemy. Never mind that they would be far more likely to attempt to blast or squish the glitchy little fraggers than 'face them.<p>

He thoughtfully ran a tentacle across the edge of his mask.

Buzzsaw, Lazerbeak and Ravage had brought back a considerable amount of film. Soundwave was perfectly aware that a large portion of the crew had been bribing his spies for copies of some of the better footage. Apparently some of them had begun collections.

Soundwave's was the best, of course. He would, given the right incentive, see to it that any interested Decepticon could acquire footage of a particular Cybertonian female. He had not seen Megatron _or _Starscream since he had presented them with recordings of Prime and Skyfire scrubbing mud off of each other several hours ago. Presumably both of the Decepticon commanders were off having "quality time" by themselves. Or together. Soundwave really preferred to avoid sure knowledge of what his superiors did together when off duty. The mere thought made him want to scrub his CPU with industrial grade solvent.

The lack of screeching or bellowing made it peaceful on base, or rather it had been until Rumble and Frenzy had returned. It was a pleasant change, and he had been quite enjoying the lack of Seeker related noise. Oh well, having any of the symbiotes around pretty much guaranteed that "quiet and peaceful" was not going to be a lasting state of affairs. Especially if the symbiotes in question were the twins.

Speaking of affairs; now he just had to find a way to get his creations out of his quarters so he could spend some time with his new favorite home movie. Ravage, his lovely, obedient, creative, talented spy, had managed to film Jazz and Prowl.

The two lovely Autobot officers weren't doing anything overtly intimate, just joint maintenance on each other. It was the gentle touches and soft conversation between the couple that made it special. They were tender and kind with one another despite the jokes and teasing between them. The normally stoic and formal Prowl relaxed in the presence of her partner, and effervescent Jazz was far calmer than usual. Soundwave was enthralled. At first he had been disappointed when their activites on film hadn't included interfacing, but there was something terribly poignant about such an innocent activity.

He was achingly envious.

It had been literal ages since he had engaged in any real intimacy with another. His symbiotes did his maintenance, and of course he occasionally interfaced with Decepticon mechs, but those rough and superficial encounters were nothing like what the Autobot femmes enjoyed. Before, his jealousy might have made him angry. Now it was more like what he felt when hearing a really good concert; it was something to be appreciated for purely aesthetic reasons. Well, perhaps "purely" wasn't precisely the correct term here.

Unfortunately, it was also something best savored from a distance. After all, Megatron would never allow fraternization with Autobots. Even if Soundwave somehow managed to get his servos (or tentacles) on one or more of the femmes, it would just be combat. He had never been interested in interfacing with the unwilling, which was more than he could say for some of his comrades. No Autobot would touch him like Prowl and Jazz touched each other.

The problem was that all living femmes were now part of the opposing faction. All interactions with them would not be mech-femme, but Decepticon-Autobot. Soundwave needed to find a way around that. Capturing an Autobot wouldn't work. Even if he had Jazz wrapped in his tentacles, it wouldn't be what he wanted. Well, not unless Prime's third agreed to it, anyway.

Much as Soundwave would have _liked_ to have Jazz wrapped in his tentacles, he wanted such activates to involve a good time being had by all. After watching the video of the femme with her partner, he would also be more than amenable to it consisting of a threesome. What he didn't want was hatred and disgust from either of them.

Mind control would be even more unsatisfying. He craved the emotional intimacy as much as the physical. If he had wanted a drone, he could probably build one himself. As a telepath, he would always be able to perceive the trapped mind struggling against his control. It was the diametric opposite of the peace and joy he could view on his footage.

Soundwave might be a telepathic mech with tentacles, but for all that, he liked his _emotional_ relationships to be fairly vanilla.

Perhaps planting some ideas in Megatron's audios concerning alternatives to "destroy the Autobots and steal Earth's resources" would be wise. If nothing else, suggesting to his leader that the command staff should consider capturing some of their enemies and trying to *ahem* seduce them to the Decepticons' way of thinking might get some cogs rolling in Megatron't processor. It could also contribute to situations involving Soundwave being in the same space as Jazz (and perhaps Prowl) without laser fire being involved.

Fortunately he wasn't going to have to deal with Starscream's rivalry this once. The jet had his servos (among other things) full at the moment. According to Laserbeak and Buzzsaw, the supposedly mild mannered shuttle Skyfire was in fact a cyberpanther in the berth, and more than capable of keeping the Air Commander occupied for quite some time. The film record of the two's most recent tryst was currently in the possession of the Conehead Trine, who now owed Soundwave a large favor at a future date to be determined.

For once, Soundwave was grateful that fliers had such high libidos. It kept them occupied while the grown-up mechs plotted.

* * *

><p>Ratchet glared down at the pile of search and rescue equipment, wings, and other assorted limbs. Sure, she had encouraged the two young gestalts to spend some time getting to know the changes in their systems, and sure she had been including their interfacing equipment when she said it, but she hadn't meant that they should all get together and have a cycle-long all-femme orgy. Having all the members of the Aerialbots and the Protectobots exhausted at the same time was terrible for security.<p>

After all, the Decepticons might be distracted by the Autobots' new forms, but not nearly as much as the youngest of said Autobots. At least the Dinobots hadn't joined in. She would have had to spend the next week banging dents out of the smaller femmes, and frankly, she had enough to do.

At least Wheeljack wouldn't be blowing herself up for a little while. Ratchet had suggested to the inventor that she utilize her gifts to create some of the lovely items that the humans called "vibrators". Such devices were vanishingly unlikely to explode. Plus it would be good for morale.

Prime should definitely get one of the first ones. It wasn't good for anybot to be that repressed. Especially a Prime. If their leader didn't show some sign of having had a good overload soon, Ratchet would haul her in for an intervention and take care of it herself. Which wouldn't exactly be a chore, but had the potential to be somewhat awkward.

"All right, you lot!" She bellowed in her best 'I Am CMO, Obey Me' voice. "You had your fun, and none of you are technically late for your shifts yet, but all of you are going to need to re-fuel and clean up in the next Earth hour or so, or I'll make each of you explain to Prowl AND Optimus why you weren't fit for duty on time!"

A large number of ridiculously cute squeaks of dismay and groans as overstrained limbs were detangled, and there were recognizable bots again, instead of an indistinguishable pile of femme limbs and alt-mode kibble. Ratchet herded the younger bots to the washracks, surreptitiously checking for any damage the silly things had done to themselves in their enthusiasm. She ordered Fireflight and Blades to the medbay to get a couple of joints re-aligned, and called it good.

* * *

><p><em>Author's note: In case any of you are now going "Tentacles? WTF!" Just a reminder that I <em>am_ using a mix of different continuities here. As this bunny came from the TF Kink Meme, I figured I'd fill a couple of the other prompts as I went along._

_So…Soundwave looks a lot like his War for Cybertron incarnation, and turns into a satellite. After all, tape decks are both little, and obsolete. Besides, in my head this story is taking place nowish, not in the eighties. The symbiotes being referred to as cassettes is, er, a bad translation from the original Cybertronian. Insert MST3K mantra if necessary._

_Other stuff from different versions that has cropped up since I've been writing is the concept of sparks, Primus, the Allspark, and the Prime/Lord High Protector dynamic. Although Megatron has the G1/comic origin as a miner turned gladiator in this. I have also made the executive decision that Sam and Spike Witwicky are brothers. They won't be in this story much though, because it's really not about the squishies. They might show up as comic relief at some point._

_There is also a whole lot o'fanon, because it's Transformers, and that's one of the main things that makes this fandom so entertaining._

_(And just as an aside, why is "symbiote" not in my spellchecker? It's not THAT unusual a word…)_


	4. Chapter 4 Downtime

Feminine Troubles 4: Downtime

Disclaimer: Property of Hasbro. If you recognize it, it doesn't belong to me, and no money is being made.

Warnings: adult content in this chapter. Stop after the second section if you don't want to read it.

_Author's note: I'm having a wee bit of difficulty coming up with enough Decepticons with something resembling a personality. I may have to start raiding Movieverse fanon. Also, I wrote a femmeslash scene for the first time. My idea of sexy, uninhibited Autobot culture kind of required it. They all boffed each other regularly when they were mechs, and only the hardware has changed. Because Free Love is the Right of All Sentient Beings, damn it._

_The second bit here was inspired by a couple of the comments on this fic over in the meme. Um, adult situation, hit back now if the Gay with the Giant Alien Robots is going to offend you._

_Now for some more crack, a heaping helping of smut, and a glimmer of plot. Such as it is, anyway._

Naughtiness Ahead! Go back now before it's too late! Unless you're into that sort of thing, that is.

* * *

><p>Blitzwing was annoyed. Everyone was busy, mostly holed up in their quarters with illicit videos. The Decepticons as a whole were behaving more like a human frat house than an army. He was pretty sure Starscream was off somewhere getting shuttle nookie, TC and Warp had ditched him, and he seriously did not want to know what Astrotrain was up to. Pervy fragger.<p>

Was he literally the only Decepticon not currently thinking with the wrong processor? It was like the lot of them had been completely taken over by their hormonal programming.

He had missed the confrontation with the Autobots a few weeks ago, where they showed up all gender-bent, but he had seen pictures. They were pretty, but they were still the same enemy as before.

Blitzwing liked to interface just as much as the next mech, and sure, it was often hard to get a decent overload in this place, much less any cuddling (not that a warrior like him was interested in such weakness) but this was ridiculous. The Decepticons were the most energon-thirsty, power hungry, vicious bunch of slaggers in the galaxy, and were they wreaking havoc on their enemies? Stealing massive amounts of energon? Blowing the squishies back to their stone age before they became advanced enough to be a real threat? Noooooooo.

If his next-door neighbors the Coneheads were anything to go by, everyone was so busy beating off to video of curvy chassises and well-maintained weapons systems over shiny armor they didn't even remember what planet they were on.

He decided to go for a flight. Maybe if he left the miasma of masturbation-induced fog filling the base, he could figure out some way to cope with being surrounded by perverts.

* * *

><p>Elita One, Chromia and Firestar were meeting with the femme CMO about some Very Strange Things that had occurred recently. Optimus and a couple of his mechs had been on Cybertron for a short time recently, having come through the Decepicon's space bridge.<p>

According to their surveillance, the group had made a direct line for the ruined temple of Primus, running into only minimal resistance from Shockwave, who probably hadn't been expecting them to be heading there, of all places.

Unfortunately the femmes didn't have much in the way of air transport any more, and they were halfway across the planet for this, but from what they had gleaned from surveillance bots and hacked Decepticon transmissions, something had happened with Optimus and the Matrix of Leadership. Details were sketchy, but there had been some kind of major release of power, causing watching optics to temporarily short out.

When the disturbance cleared up, something very, very strange had happened.

All of the Autobots currently active on Cybertron were femmes because they could get by with low energy usage. It had been that way for centuries. They didn't need nearly as much fuel as larger mechs, and were able to function with much smaller amounts of energon. All of the larger or less efficient Autobots were off planet, in places where there was more energy available. The Femmes remained, their small, efficient engines more suited to the hostile wasteland that Cybertron had become over the long ages of war.

Elita's group might be the only ones on line, but there were also many Autobots and Decepticons on planet who slept in power saving stasis. They were mostly in secure bunkers below the planet's surface, guarded by their respective factions. After the mysterious event at the Temple, all of the Autobot mechs locked in stasis had inexplicably transformed into femmes.

According to the medic, they were much the same as they had been before- same alt modes, same condition, but they were slightly smaller and noticeably curvy. She theorized that the disappeared mass might have somehow been converted to energy and used to facilitate the Change.

Nothing had happened to any Decepticon, as far as any of them could tell. Sleeping or awake, they were the same as always.

Optimus and his troops hadn't lingered on Cybertron, but had gone straight back through the Space Bridge. What pictures Elita's people had of the group- distant and blurry though they were, suggested that it wasn't only the stasis bound Autobot mechs who had been affected.

Elita wondered what else might have changed in that explosion of power, and why. More importantly, what would the long-term effects be?

* * *

><p>For once, the Med Bay was empty. Everything was in order, everything was clean, and most importantly there were no injured bots or hypochondriacs bitching about their paint jobs being scratched.<p>

The Decepticons had hardly made a peep in a week, and there hadn't been a single lab accident or human super villain or any other crazy slag in at least that long. It was wonderful. The med staff had been given a half-day leave and told to unwind. Wheeljack had finished testing some prototypes of her new project and presented a small selection to a cutely embarrassed Optimus Prime.

Ratchet and Weeljack were in a private room at the back of the immaculately orderly med bay, sharing a couple of cubes of mid grade and relaxing. They had toasted their accomplishment at getting their leader to accept the engineer's gift, and extracting a promise to use it. For the physiological and psychological benefits, of course.

Wheeljack stretched her arms up over her head, arching her back struts with a groan of pleasure. The luxuriant movement made her armor gleam in the lights. Her audience of one was amused. The medic smirked, and set her empty cube on the counter. "Well 'Jack, it sounds like you need some maintenance." Ratchet purred with a smirk. "Be a good femme now and get on the table."

The engineer obeyed with alacrity, and the red and white medic folded two extensions out from the underside of the table. They were a pair of stirrups that a patient's pedes would go into. They were designed to hold a mech or femme's legs up and spread apart. She grasped one of the other femme's pedes and fitted it into the rig, caressing the sensitive joints of her ankle as she tightened the straps around it.

Wheeljack's cooling fans kicked on when Ratchet repeated the action with her other leg, adding a little nibble to the top of her stabilizing struts. "Ratch…"she moaned in a husky tone of voice. "Do my hands, too."

"As you wish" the white femme said with a smirk. She uncoiled the medical restraints from the head of the table, and wrapped them around the wrists that the inventor eagerly stretched above her head and held together. She paused for a long moment, admiring the sight of the grey limbs stretched out on her examining table.

Wheeljack struggled a bit against the bonds, shimmying her winglets and aft along the smooth surface of the table, but found herself gratifyingly unable to get free. All the wiggling not-so coincidentally drew the optic to where her legs were forced up and apart by the restraining apparatus. The panel between her thighs was already hot with anticipation, and seemed to pulse in time with her spark.

Ratchet sauntered back to the foot of the exam table, hips swaying provocatively. "now Jack, you deserve a reward for not having a single explosion or injury during your last project." She took a moment to pose for her lover's edification, arching her own backstruts and running her sensitive medic's hands down her chassis, pausing briefly here and there at sensor clusters beneath the joins of her armor. One hand dipped between her legs, stroking at the hot metal. Ratchet retracted her interfacing hardware cover, and ran teasing crimson fingers round the sensitive edges of her anterior port.

"Raaatch…" whined the trapped engineer. "Aren't you going to touch me? You said I deserved a reward!"

The medic chuckled, her voice dark and sensual. "As if you didn't like to be teased. We both know how hot you get to see another bot being pleasured. Now, should I do this the old fashioned way, so do we try out some of those new toys you so graciously made during the last few cycles? She ran sensuous digits across the other femme's cover, and it retracted eagerly, the ports already dripping with lubricant.

A wicked smile graced the medic's features. " I know, we'll do both!" she declared brightly. She proceeded to find every possible hot spot that Wheeljack had with caressing hands and searching glossa, tracing sensitive joints and transformation seams. When she gave a playful lick to the other Autobot's port, the poor femme nearly arched off the table. Ratchet chuckled again and leaned over Wheeljack's chest armor to reach her mouth. She kissed the engineer, dominating her mouth and letting her taste her own lubricant, enjoying the taste of her own pleasure.

Ratchet slid down the other's chassis, kissing and teasing all the way. One of her hands slid a finger into 'Jack's posterior port, testing its tight heat and hot wetness. The trapped femme moaned in pleasure, increasing in volume when her friend's mouth reached her anterior port. She tried to arch her hips into the other's mouth, as that agile glossa teased her sensitive opening and then, torturously slowly, pressed inside.

"Primus, Ratchet!" Shrieked Wheeljack, as the other's glossa adopted a shallow thrusting motion. She squealed again when another finger was added to her rear opening, matching the motion of the appendage in her anterior port. "Oh, Ratch, I 'm about to…"

The fingers and glossa were suddenly removed from her openings, causing the grey and white femme to wail in disappointment, and writhe in her bonds. The wail turned to a gasp as something a lot bigger than Ratchet's fingers entered her posterior port, made accessible as it was by the apparatus that forced her legs up and spread.

Ratchet drove the long, ridged dildo into the other femme with slow, inexorable thrusts, going a bit deeper each time. " You did a good job, Jack." She said. "These are perfect to reach all those deep sensors in a femme's port." She returned her mouth to the neglected anterior port, keeping up the slow thrusts with the toy. She had hardly thrust her glossa back into the scorching heat of the valve when Wheeljack overloaded with a keening cry.

Ratchet gave her bound lover a little time to recover as her vents labored to cool her overheated frame. She removed the phallus from the snug port and placed it on a nearby tray, admiring the way its generous covering of lubricant made it gleam. With a wicked glint in her optic, she replaced it with a much smaller, oblong object, which she pushed into the now-empty port.

"Now lets try something a bit different, shall we?" She asked. As the medic turned to leave the supine femme, the object began to vibrate softly.

"Oh Raaaaaaaatch…"the captive moaned. "Where are you going? You haven't even overloaded yet…"

"Don't you worry about that, my dear" came the reply. I just think we should test that other invention. The one we _didn't _give Prime. Too worried that it would freak her out." The medic returned to the exam table with a long, thick double-ended object in her servos. "I bet the femmes on Cybertron use these all the time. Imaging Chromia and Elita One, all alone on our home world, fighting the good fight, with no one but other femmes for company…"

"OhPrimus! Ratchet!"

The medic leaned back against a nearby wall, and started to slowly press the phallus into her own primary port. She moved it in shallow, gentle thrusts, stretching herself open with the artificial interfacing rod. "Just imagine if I still had my spike, Jack" she murmured, her optics at half-power.

Wheeljack found that she was trying to grind her hips into the empty air, wanting to be filled by more than the small, vibrating object lodged in her posterior port. She was still firmly trapped by the straps holding her down, and she wanted the other end of that faux spike in her port so badly it was painful. "_Please _Ratch, spike me already!" she gasped wantonly.

By this time the white and red medic had pushed the toy as far into herself as it would go. Holding it in place with one hand, she gingerly walked over to the foot of the exam table. One hand guided the artificial spike into the other femme's dripping port, the other came up to grasp a tense, softly curving hip.

Ratchet thrust slowly, inexorably into Wheeljack, feeling the pressure on the part of the toy embedded in her own sopping port. Her engine purred in a thunderous rumble as she began to smoothly thrust and withdraw, the double-ended spike shoved into her port stimulating sensor nodes in some very new and special ways. "Definitely a very fine job" she gasped as the rhythm of her hips began to speed up.

Ratchet's hips thrust authoritatively into Wheeljack's, pressing the artificial spike in and out of her constricting port with each movement. The other femme was grinding her own pelvis into the stimulation, moaning as her own engines roared. "Primus, just… a…little bit more!" She arched into the huge, hard presence thrusting into her valve, which was starting to spasmodically clench around it. "Ratch! Primus!" She overloaded with a shriek of pleasure, followed shortly after by the medic, who collapsed over her frame.

Ratchet chuckled tiredly and nuzzled the underside of her friend's jaw line. "Now isn't that better than explosions, Wheeljack?"

The response was a sleepy "Mmmmmm…yes Ratchet. Now untie me before I lose the ability to ever move again and you have to re-set all my motor controls. I just had a great idea for a new invention…"


	5. Chapter 5 Shenanigans

Feminine Troubles 5: Shenanigans

* * *

><p>Prime looked gravely at her officers, arrayed around the table in the conference room.<p>

"Too dangerous."

"No slaggin' way."

"Prahm, it's a trap."

"We don't know what he's planning, boss bot."

Prime sighed. "I do not believe that it is a trap this time. Megatron has always been unhappy when he is out of the loop on major events. It is better that I meet with him then that he feel he needs to capture one of us for information. I do not think I need to remind any of you that becoming a Decepticon prisoner might mean something much worse now than it used to."

A low, feral growl rumbled out of Ironhide's chassis. It was astonishing how much the former mech now resembled a female grizzly bear in temperament. Over the past few days, Optimus had slowly come to the conclusion that the Change hadn't really weakened them as much as she originally thought.

Hound had made a joke the other day about the Lamborghinis acting like a pride of female lions who didn't happen to have a male. That had garnered her some pretty strange looks, but Optimus couldn't really dispute it

Somehow, the twins just seemed considerably more predatory than they used to. Optimus was quite certain that had she still been a mech, even she would have found it a huge turn-on. They weren't the only ones who seemed somehow more…primal than they did before. Even the normally non-threatening Red Alert seemed strangely feral.

The Prime had absolutely no idea if that was normal for femmes or not. Was it possible that sweet, reasonable Elita had an alarming savage streak that her bond-mate had been unaware of? Certainly they had been at war and separated for a long time, and young Orion Pax had perhaps not been the galaxy's most emotionally astute young mech, but still…Had Optimus been totally missing a major part of femme programming and temperament for her entire early existence?

Definitely something to discuss with Elita next time she saw her.

Perhaps it was all one of Primus's mysteries. Right along with why in the galaxy the matrix had remade the entire Autobot army into females. At first, she had thought they were doomed to immediately loose the war, prey to their new physical weakness, but apparently she had been wrong on multiple counts.

A few days earlier, Cliffjumper had been cornered by Dirge, and instead of being squashed like a bug or captured, she had handily smacked the seeker down and, er, "shown him who was boss." Normally, Prime would have ordered an inquest into Cliffjumper's behavior, which was not exactly in keeping with the Autobot Rules of War. However, a spark-felt thank-you note and bouquet of aluminum-sheet origami roses that been dropped off, addressed to the minibot with Dirge's comm fequency attached.

Optimus wisely decided to let them work it out themselves, as long as it didn't interfere with the war effort.

Jumper still maintained that she had no idea what had come over her. Given how hard she heat-flushed every time it was mentioned, the Prime was willing to believe her. She might have considered the whole thing a fluke if a similar episode had not occurred with Smokescreen and Brawl, of all mechs.

For the most part, it seemed that the Autobots hadn't been weakened by the Change. The Matrix knew what it was doing. She should have had more faith. Optimus-the-mech had asked Primus for a solution to the destruction of their civilization, and this had been the answer. Primus had made the Autobots into femmes for a reason, not the Decepticons, but the Autobots. Obviously there would be benefits to their new state.

Of course, there was the obvious. Femmes were capable of spark budding, and supporting a newspark against their own spark until it was strong enough to be transplanted into a small protoform. Unlike the more mature, robust sparks that came from the Allspark, femme-carried newsparks took decades to mature and needed huge amounts of energy and care. The newspark had to start its life in a small protoform, and would be gradually upgraded as the spark matured and grew able to support an adult frame.

However, this required some input from a mech, and at this point, all of the available mechs were Decepticons.

Optimus acknowledged to herself that acquiring the CNA and spark energy of Decepticon mechs was unlikely to be much of a challenge. The enemy soldiers had to be even more lonely than her own troops, who had considerably closer interpersonal bonds with one another as well as occasional contact with the remaining femmes on Cybertron. All any of them would have to do would be to capture a Decepticon and flirt a little bit. Optimus was fairly sure that if Bluestreak so much as batted her optics at a mech, he's fall at her feet in a puddle of goo. It was the rest of the situation that was problematic.

Carrying femmes required a lot of resources, and could not be subjected to undue stress. A primary reason that there had been few to no sparklings in the ranks was that war made successful budding and spark carrying almost impossible. Simply put, they couldn't have sparklings and fight battles at the same time.

A non-carrying femme was much more energy efficient than a mech. The base's overall energy consumption had dropped precipitously since their change. It was one reason the original femmes had stayed on war-ravaged Cybertron. They could survive on levels of energon that would have left mechs non functional. Their reproductive systems would have been off-line for many vorns though, inactive due to lack of sufficient sustenance. A Cybertonian's body automatically shut down non-critical functions if it needed the resources for basic survival.

One positive thing about the current situation was that they didn't really have to worry about being captured and forced to breed. Under emotionally taxing conditions, a femme would be unable to carry, and besides, to conceive, a femme had to have multiple overloads, and a great deal of excess energy available. None of the necessary conditions were likely to be met for a femme who was a Decepticon prisoner.

Fortunately, Megatron was fully aware of this.

The Decepticons seemed to by shying away from direct confrontation lately, though they had considerably stepped up their surveillance efforts. Ciffjumper had winged Buzzsaw with her sidearm just yesterday as the mini-con had lurked near the outdoor cleaning station. It was where those returning from muddy or dusty patrols could hose the worst of the grime off before entering the ship.

It was, to say the least, not a very good locale for acquiring important strategic information. Observing femmes hosing each other off yes, information, no.

* * *

><p>The EM disruptor net flew out and tangled the blue seeker, causing him to crumple to the ground with a startled squawk.<p>

Before Thundercracker could do much more than curse and flail like a hawk in a butterfly net, he was tackled and pinned by a pair of lithe but extremely heavy shapes. Suddenly, there was a curvy sports car kneeling somewhat painfully on each wing and holding his hands against the earth.

"Hey", purred the golden twin in a soft, breathy voice that a watching human (if there had been one) would have immediately recognized as lifted from old Marilyn Monroe movies; "Nice wings. Wanna frag?"

"Sunny!"

"What, you said it would work!"

"Um!" Thundercracker squeaked.

"Don't worry" a seductively husky voice purred in his audio. "We're not going to bite. Unless you request it, of course."

Dark fingers ran along his vents, began to trace the seams of his armor. The red twin vented hot against his audio again, making the seeker squirm. He didn't know whether to be thrilled or terrified. Some Earth species had females who killed their mates after interfacing, and much as he was enjoying the slender fingers teasing his transformation seams…

Oh, ohhh that was nice…

Wait a click! These were the same mechs who once tore Starscream's wings off! And they were still kneeling on him!

"My wings" he gasped,

"Opps." The yellow warrior murmured, still in that breathy, seductive tone. "Sorry about that. Just figured we'd do better to keep you from flying anywhere for a few clicks. So how 'bout it?" She shifted off his wing, kneeling above his head, still pressing down on his wrist. Sideswipe passed his other hand to her sister, and switched positions so that she was straddling his waist.

Now the yellow Autobot held both of his arms pinned over his head, with a firm grip that didn't hurt, but also didn't feel like it could be easily broken. Her sister was straddling his hips and resting her servos on his chest. She was warm against the glass of his cockpit, and her slender clawless fingers seemed terribly exotic compared to the thick, sharp digits he was used to from 'facing other Decepticons.

Thundercracker was glad to have the painful pressure off of his sensitive, sensor rich wings. Having the Autobot's smooth curving plating pressing against his torso was far nicer. They were still holding him in a submissive, vulnerable position, but they weren't hurting him now, and the lovely golden frontliner was nuzzling the vulnerable inside of his elbow joint…His engine gave an involuntary rev.

"Wha- what are you going to do to me if I say no?" He gasped, acutely aware of the net still tangled around his limbs and the energon swords the twins carried. They might not have claws, but that really didn't make them any less lethal.

"Well…" the yellow one began.

"Can it, Sunny. We're going to let you go and find ourselves a different mech if you turn us down, hot stuff." The red twin executed a movement with her hips that was somewhere between a wiggle and an illegal mind-control maneuver. Her scarier sister ran her glossa across the sensitive cabling of his inner elbow. He shuddered as his cooling fans kicked on.

Thundercracker stared up at the fierce blue optics of the red front liner, then craned his head to see the one she called Sunny. "Don't get me wrong, ladies." He rumbled. "I'm pretty slagin' flattered, and I can't deny that the two of you are scary hot, but I also want to keep all my limbs and other appendages intact. I've heard what Autobots do to their captives, and this net ain't really that reassuring."

"Hey, Decepticons are the ones who frag up their captives, not us!" Sunstreaker said indignantly. "Besides, the net was just to bring you down without a fight. Didn't want to damage you or your pretty wings…"

"The net thing's fixable, hot stuff" Sideswipe said with a purring chuckle. "But I think we're going to need an answer before we untie you. You are a Decepticon, after all, and neither of us really feel like dodging a strafing run right now. I, for one, am definitely in a mood for a non-fighting activity at the moment, and I know Sunstreaker is, too." She flared her energy field just enough to make his systems tingle. Then for good measure, she treated him to another wiggle.

Thundercracker made his decision. After all, he would never be able to live with himself if he turned this offer down. Besides, what would Skywarp say? If his trine mate found out that TC had turned down a pair of _Autobot frontliner femme twins_ bent on interfacing with him, he would disown him. And rightly so. This would earn him bragging rights like,_ forever_. Assuming he survived, of course. Plus, they liked his wings, and he liked their…everything. Femmes usually didn't harm mechs after interfacing with them, right?

And these particular Autobots did serve the Prime directly. He, er, she was not exactly known for letting her soldiers participate in war crimes… And the red one was tracing slender digits over his cockpit and the seams of his armor, and the yellow one was caressing the insides of his wrists and their energy fields were sending exciting tingles through his sensor nets…

"Ok." He breathed, arching into the touches.

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><p>The red femme- Sideswipe, he reminded himself, began to nuzzle and kiss up his chassis, caressing him with warm, strong servos. Sunstreaker, the fiercer one, leaned over him for an upside down kiss, lapping at his mouth with her glossa.<p>

Thundercracker managed to slip a servo out of the yellow femme's distracted grip and use it to delve between her thighs. She mewed into his mouth, arching her hips into his stroking digits. She was hot and wet and so soft and responsive, and he seriously wondered if he had died and gone to the Well. Probably not, because he seriously doubted that there were so many pine needles in the Well, but daaaamn this was nice.

The red twin grinned at him, then winked. "Mind uncovering the goods, flyboy? " She asked. "I gotta admit, I'm feeling a bit impatient here."

Oh, right. He quickly retracted the cover to his interfacing equipment, allowing his spike to eagerly extend. Sideswipe wasted no time in straddling him and guiding his tip to the mouth of her port. Thundercracker gasped at the feel of her sliding endlessly down his spike. "Oooooooh, you're amazing" the femme moaned in delight. "Just what I've been needing."

"You too", he breathed.

There was a chuckle from up by his servos. "Hey you two, quit gabbing and start fucking. I want a turn with the Decepticon's spike."

Sideswipe glared at her twin. "Hey, be nice! There's a very attractive mech attached to that spike, and I intend to enjoy the rest of his bits, too!" As if to illustrate her point, she caressed the transformation seams at the sides of his cockpit, making him moan in delight.

Thundercracker collected himself and returned his attention to the golden femme's port, wishing he had two spikes, so he could savor both of the Lamborghini twins at once. Oh well, he would just have to make due with the many fine qualities that his frame designers had gifted him with.

Speaking of which, the beautiful warrior currently seated on his lap began to slowly raise and lower herself on his hard, eager spike, hitting every possible sensor on her way up…and down… and Ooooooh.

There was a sudden CRACK sound and Skywarp appeared in midair, ready to save his trinemate from the evil Lamborghini twins. Said trinemate was, however, knuckle-deep in one of the Autobot front-liners, and had the other one riding his interfacing unit like an Earth cowgirl.

"Buh." The purple jetformer said eloquently.

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><p>Skywarp had never been in this kind of a situation before. On the one hand, the Autobot warrior twins were pointing their guns at him. On the other hand, muzzle of at least one of those guns was wavering rather a lot because the Autobot holding it was taking his trine-mate's erect spike in her obviously ready port with a lot of enthusiasm.<p>

"Hey" TC rumbled. "There's no need for that. "'Warp, I'm fine. More than fine, actually. Ladies, I'm sure Skywarp would be happy to lend you a spike. Er, hand. Whatever you want, really."

The yellow femme rose to her feet, all lethal grace and predatory intent, stalking towards Skywarp with swaying hips and bared weapons. She hadn't bothered to close her interfacing port covers, and he could see the wetness on her thighs. He swallowed a whimper. "Yeah, what TC said" he managed. "Do you…really want me to spike you?"

Sunstreaker smiled seductively at the purple Seeker. "Sure, handsome. Otherwise I'd have shot you, now wouldn't I? " She hooked her fingers into a join in his chassis, and pulled him down into kissing range.

Skywarp figured this was some kind or really, really vivid recharge-dream, because there was no way this was actually happening. With a mental shrug, he decided to enjoy it until he woke up, or the femme tried to tear his engines out. Regardless, the Autobot was hot as a nuclear inferno and tasted sweeter than energon candy. There were worse ways to go.

Sunstreaker was enjoying herself immensely. This was even better than fighting with the Seekers. Way more access to those luscious wings and light-but strong frames. She curled an arm around the purple flier's neck, to get a slightly better angle for their kiss. She could feel her twin approaching overload a few paces away, and hear the sounds of the couples' engines approaching a crescendo as Sideswipe lifted herself up and slid down on Thundercracker's hard, hot spike. Now that his hands were free, the mech was using them to good effect, holding and petting Sideswipe as she rode his hips.

Skywarp's glossa found it's way into Sunstreaker's mouth, caressing and teasing. His arms came round her body, and to her surprise, she actually found her knee joints go weak as his leg slid between hers, grinding against the apex of her thighs. That…was REALLY nice. She purred in approval and nibbled her way down the seeker's neck, teasing at wires and conduits as she went.

One of the teleporter's hands slid around to her aft, fondling and squeezing the shapely metal curves. One of his fingers slipping into her posterior valve. She squeaked in surprise and pleasure, and nearly overloaded from a combination of that sensation and Sideswipe reaching climax around Thundercracker's spike.

Almost…Sunstreaker growled against her seeker's hot plating and the hard thigh that pressed against her anterior valve. She had lost some of her charge earlier when Skywarp had interrupted them. He would just have to make it up to her, then. He added a second finger. Obviously he was making a good start. She murmured her approval as her valve stretched deliciously around his digits.

She was just starting to consider returning the favor when he eased his thigh out from between hers, and his interfacing cover hissed open. The yellow femme eyed it in appreciation, then raised her gaze and grinned at the mech. She backed up a couple of steps to bring them within arm's reach of Sides and TC, as she could feel that her twin also wanted to get her hands on the new arrival's strong, angular limbs and magnificent wings. Greedy femme. Naturally her new interfacing partner eagerly followed where she led. That was good, she liked it when Decepticons obeyed her.

Thundercracker was sitting up now, with Sideswipe in his lap. They were both watching their counterparts with lascivious interest. Naturally, Sunstreaker threw a sultry wink in their direction, then hooked a pede behind Skywarp's ankle and pulled, making him stumble to his knees. Hey, Jet Judo apparently had non-combat applications! Who knew?

The purple jet-former's look of mild offense melted into a pleased purr when she straddled his folded legs and ran her servos across his shoulder vents. His hard, smooth plating was gratifyingly warm with excitement, and those exotic red optics were dazed with arousal. Sideswipe pressed a kiss to the corner of the mech's mouth. "Spike me, flyboy" she breathed into his audio, making him shudder in helpless want.

She twined her arms around his neck, and lowered herself onto his eager interfacing unit, teasing herself a bit with the ridged surface of his spike. Such fine engineering on these air fames… His clawed hands tightened on the elegant new curvature of her hip joints as she brought her dripping, hungry valve to his tip. She slid down him, the walls of her interfacing port stretching almost uncomfortably around the Decepticon's hard, sensor ridged spike. The mech threw his head back with a sound that was nearly a keen, his electromagnetic fields flaring wildly.

Sunstreaker shuddered in response, feeling her port grow even wetter around the Seeker's huge presence inside her. This was nothing like being spiked as a mech. He was so deep in her, and it was so smooth, so easy to accommodate him completely. With a flex of powerful hydraulics, she lifted herself and slid down again, her servos drifting to her lover's shoulders for leverage. His plating was scorching hot and vibrating harshly with the rumble of his engines.

Unfortunately he was too big for Sunstreaker to both enjoy his spike and reach his lips at the same time, but she would manage somehow. She flexed to squeeze the walls of her valve around him as she lifted and dropped again, making him shiver with lustful pleasure. His clawed servos took a firmer hold on her hips and began to contribute to her movements, gradually increasing the speed of her rhythm on his spike.

A flicker of mischievous intent from the bond with Sideswipe, and her twin was taking one of Skywarp's wingtips in her mouth and sucking. The warrior jet chirped in pleasured surprise as the delicate network of sensors was stimulated. Sideswipe writhed against the mech's broad back, enjoying his thrumming engines and flaring EM fields. Sunstreaker increased her speed a bit, her vents whirring with the effort of dispersing the heat she was generating.

The other seeker took the opportunity to sandwich Sideswipe between his body and his trine-mate's, and Sunstreaker felt her twin's shock of pleasure over their empathic connection as the Decepticon warrior slid his spike into the red femme's secondary port, his fingers insinuating themselves into her anterior entrance and enthusiastically adopting a rhythm to match the movement of his spike in her posterior opening.

Sunstreaker overloaded at the doubled sensation, shuddering and squeezing around the Vosian spike in her own primary port. Skywarp growled with both vocalizer and engines, and began to move her faster up and down on his straining module. His hands were hard on her aft, grinding her over his aroused hardware. She felt another charge building, her internals almost too sensitive to the delicious friction along the sensitive, well-lubricated walls of her port. He was bucking against her, clutching her hips and aft, pinpricks of pain where his claws dug into her plating only spurring her renewed pleasure.

She convulsed, throwing her head back and shrieking as a second overload tore through her systems. The charge brought the Seeker crashing into overload as well, an electrical storm of pleasure ravaging both their systems as their frames writhed against one another, the sensation echoed by the keyed-up systems of her twin, brought to simultaneous overload and pulling Thundercracker along with them.

The four of them gradually subsided into a limp tangle of mechanical forms, labored engines and straining vents gradually slowing, soft aftershocks from their overloads shaking their limbs.

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><p>Sunstreaker wasn't aware of drifting into recharge, but woke to the lovely sensation of claws stroking the curve of her spinal strut. She purred, nuzzling into the broad frame below her. She felt deliciously languid, relaxed and satisfied. She cracked an optic open lazily, and verified that her twin was sprawled next to her in a reversed position, half covered by a blue wing and a matching arm.<p>

She shared a leonine smile with her sister in arms, purring in contentment.

Sunstreaker rubbed her cheek over the hard, smooth glass of the cockpit she was lying on. The Decepticon's chassis was kind of lumpy, but she could just detect the sweet thrum of his spark through all the layers of armor. It was unexpectedly nice. Hard to believe this was the same being whos plating she had so often torn into with violent glee, seeing nothing but an enemy, for all that she had always considered said enemy very attractive.

She experienced a momentary flicker of guilt, remembering sinking energy blades through that lavender armor, seeking vital components. For once, she was very glad that she hadn't done any irreparable damage. What a waste that would have been. Femmes everywhere would be missing out on a magnificent piece of machinery.

She felt her twin sigh, and caught her double's optic. She was more than reluctant to give up the warm masculine chassis and sleepy petting from those normally deadly claws, but Prowl would have their afts if they were gone for much longer.

Moving as one, the two of them sinuously extricated themselves from the bulky forms of the sleepy seekers. Skywarp grumbled softly and wrapped an arm around her waist, cuddling her to his chest like a human child holding a teddy bear. She nipped delicately at the edge of a transformation seam and stretched, rubbing her new curves over his chest.

Scarlet optics opened sleepily, and lips curved up in a surprisingly sweet smile. It was a startling expression to see on a face that usually bore a smirk or a snarl whenever she saw it.

"We gotta go, hotwings." She murmured. "Sides and I have duty shift in an hour and a half, and both of us need to hit the washracks before then."

There was a discontented rumble from the blue seeker next to her. "Nnnnn…" he mumbled. "Just tell Screamer we were having the best interface ever, and he'll let us off…"

Sunstreaker actually giggled. "Wrong SIC, flyboy. Maybe if we could get Prowl laid, that would work as an excuse, but not today."

Abruptly, the arms around her waist tightened with hard strength. "No!" snarled the mech beneath her. "You can't just leave us, like nothing happened! What are we going to do, just go back to trying to offline each other next time there's a battle? What, were we just a…a cheap face, and now you're going to just traipse back to the Autobot base and their all-femme washracks and sparring practice, hot leader, and, and…Whoa."

She laughed. She couldn't help it.

"Can't be helped, lover. There's still a war on, and I don't think grunts like you or me could do much about it. Maybe if Megatron and Prime blew each other's circuits a few times, something might get worked out, but unless that real unlikely event occurs, we're going to have to do this sort of thing on the side."

All of a sudden, she was the focus of three pairs of optics.

"You…mean this wasn't a one-time thing?" Skywarp said hopefully. "We can meet up again, and frag, and you can suck on my wingtip again, and I can lick you to overload?"

Whoah. Apparently the mech had plans. She stared at him, her cooling fans turning back on at the mental image. "Well, if you put it like i_that_/i I'm hardly going to say no, hotshot. But right now, Sides and I have duty shift. We can meet up again at these times." She fired a file to him, along with an encryption key.

The Seeker beamed at her. It was beyond weird to see that expression on the face of a mech she had been locked in mortal combat with on multiple occasions. Sunstreaker started to have a feeling that this was going to involve those "unintended consequences" Sides was always going on about.

Frag. How were they supposed to fight mechs who were this good a 'face? It was like, a crime against nature to waste talent like that.

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><p><em>Hello readers. Big thank you to everyone who reviewed, and I would appreciate any feedback. Love it? Hate it? Spot typos? Let me know. Heck, you can even let me know if you think I should be ashamed of myself for posting this piece of cracky smut here and should leave the naughty bits on the TF Kink meme.<em>


	6. Chapter 6 Plotting

Feminine Troubles 6

_Happy Mother's day! Thank you to everyone who reviewed! Here, have some fic. _

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><p>Megatron plotted.<p>

He had kicked all of his troops out of his command center, and had monitors displaying a plethora of intelligence reports and surveillance videos of various Autobots, both before and after their recent reformatting.

He had been somewhat…distracted lately, but that was no excuse to forget his goals or stop trying to accomplish them. Things had changed, and his methods would have to change with them. Simple, really.

The Allspark was gone.

Cybertron was in shambles, its infrastructure destroyed and its resources depleted. The only possible way to restore their race was with the help of the Autobot femmes.

They could still bear young the ancient way, more like an organic species, much as it galled him to admit it. A femme could generate and carry a newspark, with energy and code input from a mech or several.

They would need energon, of course, a lot of it. Sparklings and younglings had heavy energy and materials requirements, as did breeding femmes.

It would be more than worth it though. They would be able to rebuild their race with the help of the changed 'bots. He would need to conquer Earth, or find another source of energy. His spies had brought information that the Autobot science team had tapped the geothermal power of Mount Saint Hillary, and had developed processes to turn this system's abundant solar radiation into energon. They even had eventual plans to build giant orbiting stations to produce usable energy using Sol's light.

Megatron would privately acknowledge that that was certainly an efficient way to go about it. Far more than relying on the primitive fleshbags and their nascent engineering abilities. The Autobots had an excellent group of scientists and engineers. He planned to prioritize their capture and domestication, secondarily only to the commanders.

He would need to make sure that Perceptor, Wheeljack and the others had mates who had enough scientific knowledge to monitor their progress. He wouldn't want them creating super weapons for use against their masters, after all. Perhaps the Constructicons? Of course, once the sparklings were born, they would be more concerned with motherhood than killing their captors. Or maiming them.

At least he hoped so. Otherwise he wasn't sure how this was going to work. The Decepticons were military. They were built to conquer, not to create or nurture. He had no slagging idea how to take care of sparklings or younglings. Once they were older, sure. He could make them into warriors. But unlike protoforms given life by the Allspark, those carried by femmes came into the world dependent and undeveloped. They needed a lot of care to survive.

Plus, none of his medics had a clue about non-combat related issues. Hook had absolutely no expertise with newsparks. He was going to need the Autobot CMO and her apprentices, plus whatever medics the femme contingent on Cybertron had.

One of the documents he had at his fingertips right now was an ancient one, which Shockwave had somehow found in a long- abandoned archive on Cybertron. It was actually a cost-benefit analysis of creating femme frames for the exploratory arm of the science services.

Reading the specs for the long- ago femmes frames which had been proposed and rejected by the council at the time, Megatron could only conclude that Prime's ancestors were short-sighted fools. Not that he hadn't known that already, but why in the verse had they discontinued a line of Autobots who were small, efficient, convivial, and had very, very high interfacing drives?

He was constantly having to bang helms together and impose brutal punishments on his troops, who had never fared well when in crowded environments without much personal space. Decepticon warriors had difficulty coping with small, cramped places where they were practically in each other's energy fields all the time. It lead to bickering, fights and general lack of discipline, as well as being irritating as Pit. The long-ago proposal for support staff, pilots and navigators, as well as medics who would have ameliorated such problems, and used energon more efficiently to boot sounded like a brilliant idea.

Back in his arena days, Megatron had noticed the way the volatile personalities of the gladiator mechs mellowed when they received femme attention, be it from a medic or an adventure-seeking groupie. When he had been trying to foment rebellion it had been annoying, and had blunted their necessary edges. Now? His Decepticons were nothing _but _sharp edges, and could use a little cushioning to keep their volatile tempers from constantly scraping against one another's neural networks.

He mentally imagined a version of the Nemesis where Starscream was using up his excess energy on pleasing femmes, not trying to backstab him. It was a beautiful thought.

Another science academy report had caught his optic. Apparently civilian frames and processors, like those in many of the Autobots, were also designed to function better in hypersocial situations, like a city, or in this case, a base. No wonder Prime had to deal with so much less treacherous interpersonal slag than he did.

And now the Pit-cursed Autobots were even more well-engineered social creatures than before. Assuming that their changed specs were anything like the ancient femmes. Smaller, more efficient, more interested in interfacing…They would have been lacking as warriors, but so were the Autobots, at first. They had adapted to war long ago, despite their smaller frames and original purposes as builders and workers and data managers…

He needed those things now, to rebuild their decimated species. Warriors could conquer, but now there was barely anything left of Cyberton to rule. No new sparklings, no new construction, no one to build or run civil projects.

He stared at a pair of displayed images on a monitor. One was Optimus Prime, before his reformatting, supporting the small yellow Autobot after a battle. The little mech was damaged, and his leader was cradling his form in one arm, gun at ready in the other. The other picture was more recent, and showed Prime in all her feminine glory having her back plating scrubbed free of Terrestrial dirt by the femme version of that same mech. The leader had no fear at all of exposing her vulnerable back to one of her people, and never had. The only difference was that the back in question was more aesthetically pleasing these days.

Somehow, Megatron needed to make it so the Autobots were willing to work with his men to rebuild their shattered society. The way to do that was to somehow gain their leader's cooperation. If he had Prime, the others would fall into line, he was sure of it. Harming or killing the Matrix bearer would ensure that they fought to the last spark among them, but bending her to his will would bring them to heel.

Once, long ago, there had been a position called "Lord High Protector" on Cybertron. That mech had functioned as a sort of commander-in chief to the planet. The Prime had been the civilian leader, but the Protector had led the military. The role had disappeared prior to Optimus becoming Prime. The Lord High Protector during the reign of Nova had gone rogue, and been part of a civil war that resulted in the creation of the Autobots and Decepticons as separate groups.

Perhaps restoring that ancient order was the way to go. The Prime could be the leader of the femmes, and the one in charge of matters regarding sparklings, education and such. Perhaps also things like libraries and culture and all that slag. Megatron could declare himself Lord High Protector and concern himself with military matters and the larger picture. And ravishing a beautiful Autobot prisoner-consort or three.

He really would have to keep a close eye on his troops. If he was going to re-build Cybertronian society with Decepticon mechs and Autobot femmes, it could get messy in a hurry if the younglings felt that their spark carriers were being mistreated. And it wasn't like he was going to expect his troops to raise and teach sparklings. The thought of, say, Astrotrain or Vortex in charge of the next generation was enough to make him cringe.

Megatron tapped his talons against his console in thought. Femmes were fragile compared to warrior built mechs like him and newsparks even more so. He had seen a few sparklings, back when he became a gladiator of some renown. Mostly at a distance. They were tiny and breakable, and there was no way he or his troops would be able to keep anything that delicate healthy.

Fortunately, the soft-sparked nature that made the Autobots ineffective warriors would ensure that they were excellent mothers. Megatron would have no worries whatsoever about the health or safety of his progeny when they were with Optimus or her officers. She would cradle a sparkling even more carefully than she had that little yellow mech, and protect it viciously.

Megatron slumped in his command chair, scanning the data and images that surrounded him. His processor went back to Cybertron, long, long ago. He remembered the rage that had surged through his own circuits as a young mech when the apprentice medic Torchweld had been brutalized by one of the gladiatorial ring's owners. The mech had also harmed Steelforge, her femme mentor. The abuse of the medics had been one of the final catalysts for the gladiators' uprising.

When he had encountered the arena owner cycles later during the rebellion, Megatron had taken great pleasure in crushing that slag-sucker's spark chamber.

No, definitely wouldn't want his future new troops seeing their maternal units being mistreated. It was bad for morale. He would have to be firm. Fortunately he had a telepathic third in command with lots of experience with difficult younglings and plenty of spies to keep an optic on developing situations… Plus Soundwave had always liked femmes.

None of the seekers would be an issue after the Autobots were sparked up. The seeker model had strong protective programming protocols regarding carrying femmes. Any carrier that they came in regular close contact with would automatically fall under the aegis of the Guardian Protocols. He might have to put seekers in charge of any harem quarters that he ended up forming for the safety of the sparklings and carriers. The problem with that was, of course, the incorrigibly horny nature of seekers.

The only ones besides Megatron himself that he wanted to see interfacing with Optimus were other femmes. Preferably when he was present to watch. And maybe participate. He was NOT going to share her with a bunch of seeker mech-sluts. Well…perhaps he would be willing to allow Starscream to participate at some point, but only because he would sort of enjoy seeing the seeker writhe while Optimus stroked his wings…

Ideally, of course, he and his commanders would eventually gain the loyalty of their mates. He wondered exactly how one went about seducing a femme who used to be his mortal enemy. When he had been a gladiator, groupies had thrown themselves at him. Unfortunately, he rather doubted that Optimus was likely to do that.

(Megatron took a few clicks to explore that unlikely fantasy, then forcibly re-routed his concentration to strategy.)

He would give the Autobot second and third in command to Soundwave. Starscream couldn't be trusted, and his intelligence indicated that the two black and whites were a couple. Besides, any femme that he gave to his third would need to be able to deal with the cassettes. He was fairly sure that the Autobot officers could handle Rumble and Frenzy. After all, those psycho-glitch twin Lamborghinis were under their command.

Yessss, Soundwave could monitor the Autobot officers, and make sure the special ops head wasn't conducting any internal covert operations against Megatron's forces. Having the tactician and the music lover in his clutches would also make his 3IC very happy. The stoic communications officer was due a reward for his loyalty.

Soundwave had a surprisingly strong nurturing instinct towards his symbiotes, and that instinct would easily spread to new sparklings and their mothers. He would make an excellent sparking guardian. The cassettes, on the other servo, would make trouble if he didn't find a distraction for them. Well, he'd think of something before too long…

Speaking of difficult mechs, that shuttle scientist might actually help to blunt his air commander's temper. A nice calm, solid, intelligent femme, unlikely to plot against anyone. Yes, Skyfire would go to Starscream, and should provide the screechy seeker with a balancing influence. As a bonus she was a pacifist, so she wouldn't ever try to frag Megatron in the back.

Plus, it would both make Starscream owe him, and should distract the fragger from always trying to take over. If the screechy flier was busy with baby seekers and vulnerable carriers, he would be much more focused on them than on Megatron. It would be a very nice change. And hopefully, their offspring would be fliers. More air support was always worthwhile. If he was really, really lucky, they would have Starscream's aerial talent and Skyfire's personality.

Now he just had to figure out how to make it all happen.

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><p>"Status on your project, Perceptor?" The regal leader of the Autobots asked. She was meeting with the head of her science team in her office, the late afternoon sun streaming in the small window and touching both of their armor with gold.<p>

The slight scientist resisted the urge to bounce in excitement. "Almost finished, Sir! I mean Ma'am. The delicately-built microscope seemed inordinately cheerful.

Optimus smiled behind her mask, optics twinkling. "I am hardly going to object to being called "sir", Perceptor." She said. "I am quite used to it, in fact. You could even say that it is much more within my comfort zone than Ma'am. Do you think you will have a working communication device for reaching Cyberton before your original time estimate?"

Perceptor beamed at her leader. "Oh yes. You see, Skyfire and Wheeljack and I had an all- nighter a few days ago, and the three of us just had a lot of ideas click, and we were able to put together a working prototype shortly thereafter. The three of us are wonderfully productive together. I can hardly recall ever having worked in such a well-balanced team."

The little scientist graced Optimus with a benign smile. "Plus, the interfacing is amazing."

"Of…course, Perceptor. I am very…happy for all of you. It is, ah, good to hear that your Change has not adversely affected the science team." Said Optimus, She fiddled with one of the items on her desk. It was a river-smoothed stone that Hound had brought her, from a mission to the Ganges in India. She realized that broadcasting a nervous tell was possibly not in keeping with her image as the unflappable Prime, and made herself put it down.

The scientist was regarding her with gentle sympathy. "Are you concerned about speaking to Elita-One, Sir?" she asked softly. " I know you did not have a chance to see her, when you had to evacuate from the ruins of the Temple of Primus after the Change."

Optimus hesitated. Airing her personal uncertainties to members of her crew was less than leaderly, after all. On the other hand, she i_was_/i worried about it, for all that both common sense and the soft voices from her Matrix both told her that her long-time lover was not so shallow or inflexible as all that.

She slumped slightly in her chair. "How would you feel, if your partner, who you had barely seen in eons, suddenly acquired a whole different frameset? Not to mention programming and hardware? I feel that I hardly know myself, some days."

"And, if I may be so bold, you are concerned about the physical aspect of your relationship."

"Frag it, yes! She's accustomed to me being able to satisfy her in the berth! What if I can't do that any more?"

One of Perceptor's scientist-delicate servos came to rest over Optimus's larger battle scarred one. Her wide blue optics were serious. "Prime. Optimus. I hope that you will forgive me, if I overstep, but I believe that we are good enough friends to have this conversation. You can make love to a femme the way you are now. You can even penetrate her with a spike, if that is what she desires. It is natural for us to be attracted to the opposite gender, but we are hardly humans, to be so inflexible. Elita loves you, and will continue to love you, and to make love with you in the future."

The Prime looked wryly down at her hand. Its proportions had changed, and it was smaller now, but it still dwarfed that of the microscope.

"I hope that you are right, my friend. I suppose that only time will tell."

Perceptor gave her a sweet, slightly naughty smile. "Perhaps it would help if you conducted a few small experiments, to see if you can please a femme in the berth with your current frame. Have you taken any of us since you changed? Doing so might allay your concerns somewhat."

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><p><em>Press the little blue button and let me know what you think, please.<br>_


	7. Chapter 7 Naughty

Feminine Troubles 7: Naughty

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><p><em>Hi all, Firstly, thank you to everyone who reviewed! Secondly, warnings this chapter for slash, femmeslash and tentacles.<em>

_Wow, writing that last sentence realty made me sound like a perv. However, this entire story came from some prompts on the TF Kink Meme on Livejournal, which finally got me to stop squirming with embarrassment and start posting stuff. The Anon community there is super supportive and helpful with their comments and ideas._

_Which brings me to something else I should probably mention. I'm really quite a slow writer, and the current schedule of about a chapter a week for this story is only possible because I already have a lot of it written and posted to the meme. I'm working on chapter 15 there now, and also have another in-progress story with fewer chapters that I am considering posting here as well._

_This is not to say that I am not open to suggestions here as well, but please be aware that I'm probably not going to be making a lot of major structural alterations at this point. As always, please point out errors, as I do not have a beta reader. All mistakes are mine, and anything you recognize belongs to Hasbro._

* * *

><p>Motormaster leaned against the wall of the Stunticon's common room as Wildrider deep-throated his spike with enthusiastic engine purrs. His wandering servos delved into his leader's sensitive hip joints, and Motormaster vaguely thought he should probably slap the offending appendages away, but it felt too good to do that.<p>

They had seen Megatron and Starscream doing this, and Wildrider had wanted to try it. Truthfully, so had Motormaster, not that he would admit something like that.

Their leaders had been watching Autobots on the vidscreen when Starscream had made a disparaging comment about Megatron's obsession with the Autobot commander. The grey mech's face plates had gone cold and wrathful, and he had ordered his Air Commander to his knees. Holding his cannon to the Starscream's temple, he commanded him to "use his mouth for something worthwhile for once."

The young Stunticons had watched in fascination as the Seeker had done just that, licking and caressing Megatron's spike with his mouth. The view of the blue, red and grey seeker on his knees before their leader, whose head was thrown back and optics half closed in pleasure had electrified them both.

Their gestalt knew about interfacing, of course. The basics had been downloaded into their processors when they were created.

What they hadn't known was how well, ifun/i it was. Motormaster habitually kept his part of the gestalt bond closed down, letting only ghosts of his feelings through. The rest of them were glad of it. He might be part of them, but that didn't mean they liked him. He was cruel and angry and always aping Megatron.

He hit them and yelled at them, and made Dead End even more of a drag than he was already. Sometimes Wildrider worried that Dead End might deactivate himself or not-so accidentally fail to dodge Autobot gunfire one day just to get away, or to end the suspense on when he was going to finally be consigned to the scrap yard.

This though, this was different. Wildrider wasn't getting anger or malevolence from his bond with Motormaster for once. Instead it was an aching storm of pleasure. He was hot with arousal and the mouth on his spike felt so, so good…No, it was his mouth, not his spike…The smooth heated metal sliding past his lips and into his mouth, Motormaster's hand at the back of his helm, not hurting him, just making him stay, kneeling at the truck-former's feet, lost in a storm of his gestalt-mate's pleasure.

This was great, and it was all thanks to Starscream, Megatron, and the foxy Autobot Prime. Next he was going to have to convince Motormaster to try out his valve, like he had heard Megatron did with Starscream, when he was just horny, not angry…

And of course he would have to tell his gestalt-mates all about it.

* * *

><p>Perceptor slid around Optimus's desk and hopped onto it, facing her leader at much closer range. Her legs dangled off the edge, and she slowly spread them, bracing her servos behind her and arching her back, displaying her sinuously curved frame for close inspection.<p>

"Please Optimus, let me help you to set your processor at ease a bit. You can make me overload as many times as you wish, to prove that your new format is functional in the berth. I should overload you as well, to give you first hand experience with your new erogenous zones."

Optimus shifted uneasily in her chair. "Perceptor, my friend, I deeply appreciate this gesture, but it would be highly inappropriate if I were to take advantage of you in such a way, and I have never interfaced with a femme other than Elita. I cannot possibly…"

The scientist nearly huffed aloud in frustration. No wonder Ratchet was always pestering Prime to take better care of her needs. She hooked a pede under the edge of the wheeled desk chair seat and reeled her commander closer. Quickly, she slid the other leg along her friend and leader's thigh, hitting every sensor cluster she could reach. Sometimes a thorough knowledge of frame engineering was a very useful thing.

"Elita One loves you, and wants you to be happy. She has never minded that you interface with your friends, and she certainly does the same with the femmes under her command. I do not believe that she even confines herself only to the officer's ranks. Femmes have needs, after all, and she has always maintained that interfacing is one of the best ways to resole interpersonal conflict… Please, Optimus. Make love to me. Prove to yourself that you can be a good lover in a femme frame, as you were as a mech" Perceptor said softly.

She grabbed Optimus's grille with both servos and leaned precariously out to lick along the edge of a headlight. She almost toppled off the edge of the desk, prompting her Prime to grab her in turn to steady her. The larger femme's engine growled at the sudden sensations, and the proximity of a clearly aroused femme who she had interfaced with before, for all that said femme had been a mech at the time.

Perceptor took the opportunity to transfer herself from the edge of the desk to a more secure position in her leader's lap. To her delight, the strong blue servos came to her hips, but didn't try to remove her from her new position.

Happy that her maneuvering had worked, Perceptor murmured "let yourself experience your new form, Optimus. For yourself, and for Elita, when you see her again. I can guide you."

She straddled one of those white thighs and pressed her knee against Optimus's port covers, deftly rubbing her lithe body against the red and blue enameling of the other femme's chassis. She tuned her own engines to produce a low frequency vibration, which transmitted itself easily through her plating to her beautiful Prime's. For good measure, the slender red scientist stretched an arm up to caress at the sensitive antennae that graced Optimus's cobalt helm. She could just barely reach, but as she regularly interfaced with Skyfire, she had learned how to rev up a much larger lover.

The regal femme moaned at the pleasurable sensation of those clever fingers on one of her major erogenous zones, and finally gave in, wrapping her arms around the other bot and gently stroking the elegant curvature of her back and aft.

With a moan, Optimus let her hunger loose. She had been unusually needy lately, and even bringing herself to overload with Wheeljack's toys had barely taken the edge off. She had been having inappropriate fantasies, lewd images of allies and enemies alike dogging her recharges. Perhaps Perceptor was right. Perhaps she was worrying for nothing. And besides, perhaps interfacing with the beautiful little microscope would help with her state of constant frustration.

The delicate red femme murmured in pleased delight as Optimus's servos were suddenly all over her plating, stroking and fondling with gentle, consummate skill. The Prime's engine rumbled as she came out of the chair and deposited Percptor back on the edge of the desk. She moved to stand between Perceptor's legs, wedging her thighs open around her body. Her battle-mask retracted, and she leaned down to collect a kiss from the scientist's soft lip components. Her energy field flared with eager power and she leaned in to hungrily kiss the other's mouth.

The scientist was panting, feeling deliciously overwhelmed by her commanding officer's attentions. It was always so wonderful to feel surrounded by all that power, bent on pleasuring and protecting her. She missed the sizable spike that Optimus had once used so skillfully, but surely they would manage. If nothing else, Perceptor happened to have a subspace full of interfacing toys, courtesy of Wheeljack and the rest of the science and engineering department.

* * *

><p>Optimus was awash in sensation, the slight scientist rubbing sensuously against her plating, stroking every hot spot she could reach with clever servos. She growled, and attacked the scientist's audials with her mouth, arms snaking around that slight form and crushing her to her chest. She could feel the sweet energy of the other's spark, smell her clean, aroused scent.<p>

The other femme was comparatively small and curved, even more than Elita. Perceptor was slighter, shorter, with less armor and fewer weapons. Her clean, shining dermal plating gleamed in the light. Her lips parted in a murmur of pleasure as Optimus's mouth found sensitive spots. Perceptor's legs tried to twine around her waist, only to run afoul of the back of the chair. The problem was easily fixed, however. The Autobot commander scooped up her friend and stood, depositing her back on the desk.

Perceptor reached out to trail her fingers down to Optimus's panel covers, which retracted at the stimulation. Slender fingers found their way to the hot, dripping port, and slipped inside.

Optimus moaned, the sound almost eclipsed by her engines. Her hips angled to give Perceptor better access almost of their own accord. One digit was replaced by two, then the femme just used all four, gently moving in and out of the ready port, Her thumb swept the sensitive outer rim of the orifice, making her Prime shiver with lust. She braced her forearms on the desk, boxing Perceptor in with her much larger frame. She wanted to continue exploring the lovely femme's plating, but was momentarily too overwhelmed by the sensations in her valve.

Perceptor began a slow, steady rhythm, doing her best to stroke the larger femme's primary port in all the ways that she herself enjoyed. Her other servo caressed Optimus's plating, finding as many sensitive spots as possible. Optimus shivered above her, and the port tightened around her fingers.

Perceptor was delighted at how well operation "Get Prime to Overload" was going. Hopefully she would also take the earlier suggestion about practice pleasing another femme.

"Oh, Perceptor" Optimus murmured. Her optics were at half power and her hips thrust shallowly into the scientist's servo. Those powerful, scarred servos tightened hard on the desk as she approached her climax. Optimus was lovely in the throws of pleasure, and Perceptor diligently sought to enhance it. Her efforts were rewarded when her Prime stiffened, her valve tightening spasmodically around Perceptor's digits.

The scientist ran her lips over the armor covering and Protecting Optimus's spark, feeling it's radiant power as she overloaded. The sensation was sweet and strong and a little overwhelming. It was a heady thing, making Optimus tremble with pleasure. She felt privileged to have been able to do it.

Optimus slowly relaxed to Perceptor's side, managing just enough clearance to no crush the smaller frame. Her optics came slowly back on line and she smiled gently at the smaller femme. "Thank you, my friend. That was lovely, but I believe the point of this exercise was that I make _you _overload."

The scientist smiled brilliantly at her Prime. "In that case, I think we should endeavor to continue our exercise until we meet our stated objective, don't you?"

* * *

><p>Dirge, Thrust and Ramjet wriggled as the tentacles worked at their sensitive spots; the hinges of their wings, their thrusters, and the joints of their limbs. Ramjet, who had taken up a position on the floor on his servos and knees, moaned loudly and canted his hips up, in the hopes that one of the thick, dexterous appendages would finally fill his aching valve.<p>

One snaked its way between his lips, gagging him. He wanted it in his valve, not his mouth. The tentacle thrust gently in and out of the wrong orifice, using it for its pleasure, not his.

Soundwave was such a tease.

He was actually working on a report, the fragger. Most mechs on the Nemesis would at least give a trio of seekers their full attention, should they be lucky enough to be sought out by them. But not Mr. Loyal Third In Command. Fragger. Thinking he could get away with fragging them and not even paying attention! He growled, and bit down on the tentacle, showing the telepath his impatience. They had come here to be fragged senseless, not to be teased for his twisted amusement.

One of the metal tentacles lashed across his aft and exposed, dripping port. To his embarrassment, he squealed, the noise muffled by the one in his mouth.

His trine mates were luckier than him. Thrust was flat on his back, held down by tentacles and bound together with Dirge, who was managing to spike him, despite his hands being bound together behind his back and below his wings. They lay awkwardly chest-to chest, a cat's cradle of lethal metal snakes criss-crossing their forms.

The tentacle hit his aft again, and he felt lubricant begin to actually drip down one of his thighs. It hurt deliciously, but he still wanted to have his valve filled. His spike jutted out from his hips, practically begging for attention. Unfortunately, Soundwave tended to be a lot more interested in valve than spike. It was one of his major flaws as a lover, so a valve overload was on the menu for Ramjet, unless the Third in Command was feeling unusually sadistic tonight, and was planning to withhold pleasure from him. He devoutly hoped not. He _wanted_ it. Preferably right now.

Finally, _Finally _the telepath came over, looming above him like some kind of dark predator. A thick finger entered his valve, and he bucked against it, the tentacles holding him in place. It withdrew, and he tried to voice a muffled protest. It was replaced a moment later by Soundwave's thick, hot, gloriously hard spike. It stretched him almost painfully wide, as always, and he couldn't get enough of the sensation.

The masked mech was always considerate about this. It was one of the reasons he was the trine's favorite frag buddy. Seekers were built smaller than most Decepticons, and torn valve linings were no petro-picnic.

He tried to grind back into the thick member forcing its way slowly into his sopping valve, but was firmly held in place. Soundwave made a good top, but he was always just a little too methodical. The mech really needed to loosen up a little…Ohhhhh. Yeah. Right there…Big clawed hands smoothed along the planes of his wings, the amount of pressure just right- a hint of pain, but only to season the pleasure, not distract from it.

Soundwave began to smoothly thrust into the valve before him, stretching it wide, and sheathing more than half of his length in the seeker before hitting the end of his valve. Ramjet eagerly ground back into the blue mech and his skillful spike, his sensors ablaze with arousal. Damn fragging telepath, always putting on airs…he was lucky he was such a good frag.

He tried to say "harder" but his mouth was still full, so he thought it as hard as he could. Soundwave obliged, smoothly pistoning into his valve, building heat and charge with the friction…He came, thrashing against the metal tentacles that restrained him, as the mech behind him continued spearing him with that sizable piece of equipment. Soundwave reached overload too, losing the rhythm of his strokes and grinding his hips into the Seeker's aft.

Ramjet worked the stiffness out of his jaw as the tentacle in his mouth was removed, and he was deposited with his trine mates in a pile of satiated jets. To his mild irritation, the Third in Command went back to working at his terminal, letting the Seekers drift into a sticky but contented slumber.

* * *

><p>Sparkplug Witwicky was wierded out. He had in fact been wierded out for weeks, but somehow, this just seemed weirder than usual. He generally considered himself a tolerant, enlightened sort of man, and his long association with a bunch of giant alien warrior robots had only amplified his generally inclusive worldview.<p>

He was in the Med bay, helping First Aid fill out order forms. The medical staff had to fabricate a staggering amount of their parts and equipment themselves, or have the engineering department do it for them, but they did use some things that were normally available. He and one of the boys generally made a shopping trip for the Autobots every couple of weeks.

While he was here, he figured he may as well try to pump Aid for gossip- er, information about all the weirdness. He actually had a bit of a mini-office made out of one of the lower cabinets. The view sucked, but at least the door was always open when he was here. It was good to have human-appropriate chairs, at least.

Being carried around in giant metal hands and sitting on the edges of tables was all well and good for the kids, but Sparkplug was a bit past the part of his life where he wanted to spend a lot of time sitting on the floor.

So he had settled into his chair and made small talk with First Aid, trying not to stare. The funny thing was that she didn't look all that different, just a little smaller and sleeker and curvier. Her feet and forearms were pretty much the same, which meant they looked like car parts, but her hips, thighs and waist were noticeably more curved, the proportions just different enough to be obviously female.

She still turned into an ambulance, though. Which was strangely reassuring. Bizarrely, the ambulance was the same size as it had been when she was a bigger male robot. He made a mental note to ask about that later.

When he had first realized that the "male" Autobots dated, made love to and (sort of) married each other, it had thrown him through a loop. He had been young during the sixties, though, and figured that it was better if the Giant Alien Warrior Robots made love instead of war. After all, it was the good guys who boffed each other on a regular basis, whereas the evil ones were more straight-laced. If not indulging in the Gay turned Cybertonians into organic-hating interstellar menaces, well, he wished the lot of them would adopt rainbow flags and stop blowing up refineries.

So he could deal with gay alien robots. He could even deal with bi alien robots. "So Cybertonians don't have sexual orientation?" He asked Aid.

"Hmmm, not like you humans do." She said. "We are naturally attracted to both genders, but not for precisely the same reasons. Cybertronians are very social creatures by nature, and we don't tolerate isolation well at all. Interfacing is one way we cement our social bonds."

She made a precise weld on the component she was working on.

"I understand that the same thing is true of some primate species, though not so much with humans. Some of your sociologists believe that it has something to do with the spread of social diseases, or the inherent risk of childbirth to your females."

"So Transformer women have an easier time having babies than human women?" He asked. He hadn't been allowed in the hospital room when his wife had Spike, but then it was a less enlightened time back then. He remembered how worried he had been, pacing those sterile white hallways…

"Oh yes" Aid answered. "We build our young's frames with tools, not inside our chassises like organics. Of course, sparks have come mostly from the Allspark for many of our generations. Even before the War, I understand that it was almost unheard of to bud a spark the old-fashioned way. There weren't a lot of femmes around back then, and it usually takes some effort to create a new-spark. It can happen by accident, though. "

"Really?" Sparkplug asked, intrigued.

"Certainly" the medic answered. "You see, to bud a spark, a femme needs a lot of extra energy, and spark energy and code-bearing nanites from at least one mech. She also has to have a lot of overloads. They help catalyze the formation of a newspark. Then of course, the femme has to have a relatively stress-free environment or the budding will fail and the energy will be re-absorbed into her spark."

Sparkplug felt his stomach twist as a dark old memory of his mother crying reared up in the back of his mind. "You mean you would miscarry if you got upset when you were pregnant?" He asked, his voice nearly a whisper.

First Aid smiled gently at him. "Not so much getting upset. It takes major trauma or chronic stress to trigger re-absorption. Battle, or living or working in a hostile environment. Or not having any social support. With the war on, I don't think any of us would be able to carry, even if we had a father or three to help us spark."

"Three? You mean you guys, er, girls can have more than one dad?"

"Oh yes, it's quite common. We sometimes pair up like humans, but often we have small family groups instead. Usually one femme and two or three mechs, but sometimes there are more. There can be more than one femme, but that's really unusual, because of how rare femmes are." She fiddled with some fiber-optic cable. "At least, they used to be. If all the Autobots in the galaxy are femmes now, I don't know how things would work out. It's probably a moot point. There aren't that many neutrals left, and I don't see the Decepticons being good parent material."

Yeah. No kidding. Sparkplug attempted to imagine Megatron or Starscream or that creepy blue guy with any of the heroic, friendly Autobots, and his mind balked. For more reasons than one. It was still totally bizarre to think of his robot friends as girls. Women. Giant alien warrior robot women. Yeah.

Finally, he decided to bring up the part that he just couldn't wrap his head around. "Doesn't it bother you, Aid? I mean, you were male before, and now you're female. That has to be a huge change, but you all hardly seem to care!"

She laughed. It was a pleasant sound, and rang through the bay. "Not care? Did you miss all of Ironhide's whining? He practically held farewell rites for his mech-hood. It was hilarious, in a sad sort of way."

"Um, yeah", Sparkplug said. "But that's not really the level of bothered I meant. I mean, if I had turned female one fine day, I'd still be freaking out. You guys are all just going on with things like nothing happened."

The medic smiled gently at him. "It's different for us, Sparkplug. The Allspark is gone, and we had all but resigned ourselves to seeing our people dwindle to extinction in the long dark ages to come. Then the very hand of Primus made this change. It was meant to be, and it gives us hope for the future. It may be strange, and startling, and really a hard transition to make, but it is also life for our people."

Sparkplug returned the smile. "I guess I see what you mean. It's still damn weird to a squishy like me."

When he had gotten a load of Optimus, Ironhide, and Prowl after they had first changed, he figured it was either some kind of hallucination brought on by contact with some alien fungus or something, or an elaborate practical joke. Now, instead of just being friendly transforming alien robots, they were disturbingly hot, still friendly transforming alien robots. The fact that his mind was even willing to include the words "hot" and "Ironhide" in the same sentence was deeply and profoundly Wrong.

And now Optimus Prime, the George Washington-meets -Mahatma Gandhi leader of the friendly Giant Alien Warrior Robots, was a thirty-foot tall metal babe. Well, at least Spike and Sam would grow up respecting women.

He supposed it could have been worse. If the Decepticons had turned female, they would have reinforced all sorts of negative gender stereotypes…

Hopefully all of the Robot Lesbianism was subtle enough that the boys wouldn't notice.


	8. Chapter 8 Negotiation

Feminine Troubles 8: Negotiation

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><p>The leaders of the opposing Cybertronian factions met in an overgrown field that had once been agricultural land, but was now overgrown with sapling poplar trees half as tall as Optimus's ankle joint. She felt bad about crushing them, but Hound assured her that the plants would grow back from their spreading, interlinked root system if knocked down.<p>

The susurration of their green and silver leaves in the light wind was a pleasant, soothing sound. The sun shone brightly out of a cloudless sky, and the nearby woods were quiet. The lack of animal and bird noises probably had a lot to do with the presence of large alien robots.

Prime nodded in reassurance to Ironhide and Jazz, who had accompanied her. The two of them hung back several dozen yards from where the leaders were meeting. Soundwave and Starscream were a similar distance behind Megatron. Since Optimus was not a fool, a squad of her troops waited nearby with the Dinobots in case of trouble.

"Hello Megatron." Optimus said, inclining her head graciously.

"Greetings, Prime." The looming gunmetal grey figure replied with a leer. "You look unexpectedly lovely this orn."

Pit. Optimus was NOT going to squirm with embarrassment. So she was a femme now. So what? Elita had been a femme for millions of cycles, and it had never yet embarrassed her. "Why thank you, Megatron. You are unexpectedly gracious this day. I would have tried to turn female earlier, if that was what it took to have a civil interaction with you."

The Decepticon leader chucked darkly. The sinister sound made the plating at the back of Optimus's neck prickle. "I would be happy to…interact with you, Prime. Your new appearance is certainly a vast aesthetic improvement from before."

The Decepticon began to circle his Autobot counterpart slowly as he spoke. Naturally, Optimus circled him right back. She was not some prey animal to his predator.

Megatron's armor gleamed in the sunlight. He seemed…shinier than usual to Optimus. Also bigger. And a lot more attractive. How had she never before noticed the way his rough, craggy armor contrasted with the finely chiseled features of his face. Perhaps it was the absence of his usual savage, hate-filled snarl that made him seem almost handsome. For once, he looked more like a noble knight than a savage dragon. Not that Optimus Prime would be swayed by appearances and a little (uncharacteristic) politeness from her rival.

It would certainly take more than a hint of gallantry from the tall, broad-shouldered mech who moved like a gigantic silver hunting cat…

…Bad Prime. Bad, BAD thoughts to have about the slaggin' leader of the Decepticons!

* * *

><p>Jazz was starting to wonder if she had spots on her chassis or something. Soundwave had been staring at her for nearly the entire posturingmating dance sequence that their leaders were performing. Fascinating as said leaders' behavior was, she was more than a little concerned about what the frag had Soundwave so fixated.

At least Starscream didn't seem to be paying her any mind. He was too busy smirking at his leader, who had apparently polished himself to a high gloss for this meeting. Honestly, Megatron's armor was so shiny he was in danger of blinding passing satellites. Jazz was pretty sure the would-be tyrant had never been so meticulously detailed since the war began.

Well, it was nice to know that the malevolent bastard appreciated Prime's new look, but if he thought shiny armor and a sexy purring rumble of a voice were going to sway Optimus, then Megatron had another thing coming.

Oh, Primus. She just thought of Megatron's voice as sexy…Jazz would have banged her head against something in an attempt to knock her processers back to functionality, but the only hard surface handy was Ironhide. Yeah, not a good idea.

Something…was snaking around her ankle.

She looked down in disbelief, saw the end of one of Soundwave's tentacles unwrap itself, give a gentle stroke to one of her struts, and point to something. Resisting the urge to shudder, squeal like the femme she now was, or stomp the tentacle, she looked where it indicated.

Wow. Those were some seriously smoldering looks between Starscream's trinemates and the twins. The same twins whose signature combat maneuver involved tackling fliers out of the air and mauling them. Who were now scary-hot femmes. And who were being checked out by a couple of admittedly handsome seekers who had also shown up to the gathering looking suspiciously shiny. Damn. Between them and the leaders, this war might end in mass interfacing, not mutual annihilation.

'Make love, not war' indeed. Who said organics never had good ideas?

The tentacle was back. And it was stroking the inside of her ankle joint again. Whoa. Getting a little personal there! She took a moment to gape at Soundwave in astonishment, before yanking her leg out of his grasp. He didn't try to hold her. In fact, for someone with no discernable facial expressions, he managed to convey a look of distinct disappointment surprisingly well. Maybe it was a pisonic thing?

What was the world coming to? The third in command of the Decepticons was flirting with her…badly!

And Megatron was flirting with Optimus! Really well!

And whoa…those two were going to spontaneously combust the clearing if they didn't cool down! Megatron was looming in Prime's personal space looking like he was a click away from trying to throw her over his shoulder and take off, and Optimus had a darkly smoldering gaze fixed on her counterpart. Her body language was interested, but far from submissive. If old Megs tried anything kidnap-y, he was liable to get an energon sword somewhere sensitive.

On the other hand, it looked like Optimus was seriously considering getting creative with the peace process. Well, their rallying cry was "Til All Are One", after all. This was probably not quite what any of them had originally had in mind, but it beat getting all their afts slagged until there weren't enough Cybertronians left to repopulate. Attrition would doom them all eventually if the war didn't end.

Pit, Jazz would offer to hold the Decepticon Despot Sexpot down while her boss merged sparks with him, if that's what it took. The humans used to cement political alliances with mating bonds all the time, so there was no reason Cybertronians couldn't do the same…

Great. Now Tall, Dark and Gruesome over there was looking amused. And how the slag was he conveying emotion with his entire face covered? Empathic projection? Jazz frowned at him in what she hoped was a quelling way and attempted to resume her derailed train of thought.

Political mating alliances…the humans would probably call it a "royal wedding." They used to do it all the time, before they started electing their leaders. Megatron and Optimus became the heads of their armies by respectively being the biggest badass around or by being chosen by the Matrix of Leadership. If the two of them ever officially bonded, it would be like the two schools of thought having a particularly violent rugby match. Jazz seriously considered scheming to make it happen for sheer entertainment value. And to save their species from extinction, of course.

Inter faction romance tended to end badly in human plays and operas and such, but in their actual history, marrying the two heads of state or the children of same to one another was a traditional way to cement a peace agreement. Plus, since pretty much all the mechs were Decepticons, and all the femmes were Autobots, all inter-gender relations were also inter-faction.

Weird, but potentially very useful. If strength of arms couldn't create peace, then Unresolved Sexual Tension might just as well do the trick. Or even Resolved Sexual Tension. In fact, resolving Megatron's sexual tension might be a better weapon for Optimus than a thousand guns. Not only did she have some serious femme fatale potential (though Jazz suspected she might need a little coaching) but if they ever spark shared or merged, Optimus would have a real advantage.

Let's face it, Megatron might have a bit of an edge now in physical combat, but Optimus was the _Prime_. Her spark was attached to the living matrix, which had chosen her out of all of Cybertron to lead them. There was no way that arrogant, violent, often foolish Megatron had a spark that approached that kind of radiant strength. The Decepticon would be eating out of Prime's servo before he knew it. Not to mention that Jazz had interfaced with Optimus before, and the things that mech, er, femme, could do with her mouth and her energy fields were astonishing…

Spark merging had once been common, but had long been out of favor due to the emotional vulnerability and distraction it could cause. In rare instances it could even kill a mech or femme if their partner died. The shock could snuff their spark outright, or the widowed partner might gradually fade away. It was less common in those with strong emotional ties outside the bond, but still possible. The practice had become extremely rare after the end of the Golden Age.

The Autobots still shared their sparks when in serious relationships, but rumor had it that the Decepticons stuck with strictly physical unions. Sometimes they didn't even use their interfacing equipment, just their energy fields. The generally backstabbing nature of their command structure did not engender a lot of trust between mechs.

Spark sharing and spark merging were a whole other level of commitment. In spark sharing, both parties could feel each other's emotions, and sometimes had temporary carry-over of personality traits. Merging was far more permanent, and let the participants actually see each other's thoughts and memories. They would always have a certain background awareness of each other, and be affected by one another's physical and emotional states.

That was the only reason she had never actually bonded with Prowl. It was hard to resist bonding during spark sharing with someone you really love, but they had always done so because they could not afford to have the second and third in command of this mission compromised to that degree. If they had not been so high in the chain of command, they might have taken the risk, but as it was, it would be too dangerous to the cause.

Aaaaand Soundwave was twining an appendage around her ankle joint again. Shooting him was out, unfortunately. No sense in disturbing the uneasy truce. Ironhide was being oblivious, watching their Prime and her arch nemesis circle each other like horny mountain lions in the spring.

* * *

><p>Starscream was vastly entertained by how utterly clueless Megatron was at courting. Had the mech never seen a femme before? The flier was seriously wondering if his oh, so glorious leader had ever dated in his life. Mech <em>or<em> femme. Surely he had had some sort of relationship other than having his aft kissed by subordinates or fragging his officers in twisted dominance games at _some_ point?

Well, perhaps not. It wasn't like there had been a lot of casual dating going on in the Gladiator pits. It was disgraceful. Starscream wondered if Megatron even knew where to find a femme's g-sensors.

He supposed he could do an intervention if necessary. Skyfire wouldn't mind, if it was for Optimus's benefit. In fact, she would probably offer to help. Perhaps they should start conducting seminars on how to please a femme. Demonstrations would probably be necessary. Of course, given the general mental level of most Decepticons, it might require hand puppets.

Well, just so long as Megatron and Optimus worked something out before Sky started carrying. There was no way it wouldn't happen sooner or later, between the attention Starscream was paying her, and her general level of contentment among the convivial Autobot science team. Skyfire's stress levels had never been so low amid the cutthroat politics of the Science Academy. Plus she had been a mech then, of course.

He had asked the shuttle if she was taking precautions, but she had gently explained that Cybertronians were too few, now. She would not attempt to prevent conception. Which of course meant that his duty as her mate was to try to get Prime and Megatron to make nice. The middle of a war was no place to lay eggs

Starscream caught the Cannon-toting Autobot Amazon's optics and let his smirk grow wider. Instead of the other transformer getting angry like he expected, she gave his form a slow, thorough once-over that mad him a bit anxious. Well, he supposed even Ironhide could appreciate a handsome seeker, but eek.

Now, if the two pathetically repressed leaders could work out their issues, maybe he would have time to meet up with Skyfire later. His femme had mentioned something about a surprise for him…

* * *

><p>Ironhide was mentally picturing what Prime and Megatron's sparklings would look like when the Con air commander smirked at her. She deliberately looked the flier up and down, then returned the smirk with interest. Starscream looked gratifyingly freaked out.<p>

The weapons specialist mentally shook herself. She mustn't let entertaining herself become a distraction from bodyguarding her leader. Just because Bucket Head obviously wanted to get under Optimus's plating, didn't make the fragger any less of a threat.

Now, Ironhide had always had a healthy interface drive, but she was starting to think all those years of her Prime repressing himself was causing the femme version to enter a breeding cycle. Really, the stress of the war should have prevented that, but there hadn't been any major battles in a while, and the main source of aggression towards her person and her charges was clearly presenting himself as a mating prospect.

In fact, of the two leaders, the stressed out one was definitely Megatron. He looked kind of twitchy, actually. Ironhide suspected that his megalomania and his instincts were conflicting. He wanted to conquer and rule, and loved to fight, but his instinctive programming was responding to not only an attractive femme who was also a mech he had been obsessed with for millennia, but to his Prime. No matter how far the Decepticon leader buried it, he was still a Cybertonian, and there would always be something within him that responded to the presence of the Matrix of Leadership.

Optimus, by contrast, was just a lot more distracted by the Shiny than was standard. Ironhide was one of the oldest Autobots on Earth right now, and remembered the last femme prime, a long, long time ago. It had been back in the days when Transformers procreated more often with carried sparks, and one of the responsibilities of the Prime was a fertility festival, every orbital solar cycle. It had served religious purposes, but also regulated the populaces' breeding cycles.

When Cybertonians gave up sexual reproduction, and the Decepticon uprisings had begun, the ceremony had been abandoned. Sentinal had never officiated it and Optimus probably hadn't known to look for it in her matrix. Unfortunately, that meant that their entire species currently had long frustrated procreation protocols and unregulated breeding cycles. Plus, there were no sparklings around whose presence would help to suppress the Heat. The procreation protocols prioritized care of young sparklings over the creation of more, so a femme could actually use baby-sitting as a form of cycle suppression. It was apparently similar to humans, who did not usually ovulate while nursing their young.

Ironhide made a mental note to have a talk with her leader about the intersections of femme programming with Prime programming later. A prime entering breeding cycle could potentially tip a lot of other bots over into one, too. Optimus was already showing some symptoms. She was an of-age femme who had never (as far as her new body was concerned) mated or raised offspring. There were no younglings nearby to satisfy a Prime's creation protocols. There was an available male making courting overtures.

Optimus's Prime base programming was to defend and preserve Cybertron, its people and its culture. Right now, the biggest danger to all those things was depopulation. Her subconscious, joined with the Matrix of Leadership was likely to take matters into its own metaphoric hands and send her into what the humans might call heat. If that happened, well she was Prime, and all the bots near her would be affected. It wasn't out of the realm of possibility that every femme and mech within range could find themselves with an activated, urgent breeding drive at the same time.

Ironhide didn't think Optimus was aware of it. Add to that the fact that "within range" would probably mean the entire Sol system, and those sparklings she had been idly imagining earlier might be not so imaginary in the very near future. Hopefully they'd take after their mothers. The weapons specialist decided she would explain the facts of life to her leader later, and start deciding which Decepticon warrior or warriors she wanted as code-and-spark donors for her children right now. Ideally, she would prefer a large flier or two who would then keep well out of the way…

In the meantime, Ironhide would do her job, protect her Prime, and enjoy the show.


	9. Chapter 9 Flirt

Feminine Troubles Chapter 9: Flirt

_Hi readers, sorry about the delay, I've been super busy lately._

_Disclaimer: Nothing belongs to me, Hasbro owns the rights, no money is being made. Anyone not old enough to read naughty things should not be reading this story._

* * *

><p>"So, Prime, all you have to do is surrender yourself and your troops to me and none of you will be harmed in any way. I could even be persuaded to spare the puny Earth creatures in exchange for your scientist's cooperation in locating other sources of energon." Megatron let a leering smile touch his faceplates, and tried not to stare at his rival's chest. Or her waist, particularly where it curved enticingly into the swell of her hips.<p>

Prime raised an optic ridge at the offer. "Surely you jest, Megatron. You need us far more than we need you, in order to rebuild Cybertron. We are the ones with the scientists, the numbers, and the ability to bear newsparks. Besides which, as the humans develop their technology, they are becoming more capable allies all the time."

She tilted her regal head proudly, her stance showing no weakness. "Only an arrogant fool would expect us to surrender."

"Arrogant, Prime? We had the advantage in strength before your change, and now even more so. Few of your people were built as warriors, and only your leadership these long orns has spared them from destruction."

Soundwave resisted the urge to shake his head. His leader had just complimented the Autobot, and he didn't think the grey mech even realized it. He caught Jazz's grin in his peripheral sensors.

To be sure, the statement was entirely true, but it wasn't like Megatron to give voice to such a thing. Particularly in public. He had always grudgingly respected Optimus, unlike her predecessor Sentinel. In fact, the Decepticon leader had been borderline obsessed with the red and blue Autobot since the first time he had fought the other mech.

Now that mech was a femme, and the Prime was filling the air around her with subtle, intense cyber pheromones, which were making Megatron loose focus. Naturally, this led to his usual response to feeling out of control, which was anger.

Soundwave was telepathically monitoring his commander's mental state, but it was irritating to have to waste his attention on that task, when he would much rather focus on Jazz. On the one servo, if Megatron provoked the Autobots into a fight by doing something rash like trying to throw the Prime to the ground and have his way with her, the Dinobots not-very-subtly hidden behind a nearby tumble of glacial boulders would come over and try to maul the Decepticons. On the other servo, if Megatron could manage to, for instance, kidnap and seduce the Prime, it would start a very useful precedent.

Speaking of which; he took another moment to fleetingly caress his opposite number's ankle strut with a sensitive tentacle tip. She glared and shifted uncomfortably. Not quite the reaction he was going for, but better than a laser to the face-plates.

"My Autobots are stronger than you think, Megatron." The Prime's voice was smooth and resonant, though lighter and softer than before. "They would fight on without me and not fall."

Soundwave resisted the urge to sigh. He could feel Megatron's confused aggression boiling up as his instincts fought each other. No matter how deeply he had sublimated the urge to follow the bearer of the Matrix, the fact that he very much wanted to mate with the femme in front of him was unburying it. Besides, Optimus was just that charismatic. The primes before her had been nothing like that. Vector and Sentinel had been weak, corrupt. The council had oppressed and abused the lower classes during their reigns.

Optimus Prime would never cede power to anyone she thought would do the same, and unfortunately that included Megatron.

Perhaps "kidnap and seduce" was the best way to go with the Autobot femmes. At least then he would get to have Jazz (and hopefully also Prowl) in his clutches instead of having to make due with Dirge and his trine…

* * *

><p>The meeting had eventually devolved into the two leaders shouting at each other, at which point Megatron had stormed off swearing to find enough energon to restore Cybertron, which he would then rule. There had also been some unusually vague threats about what the Decepticons would do if the Autobots got in their way, but the two leaders actually didn't end up trying to kill each other. The Decepticons present all took the opportunity to display their flight mods with showy skyward launches.<p>

Honestly, it had been the most civil meeting between Prime and Megatron since the beginning of the war.

This had the direct effect of making the Dinobots extremely bored. They fidgeted, grumbled, and Grimlock threatened to leave if there wasn't going to be a fun battle. Wheeljack had been doing her best to amuse them with a giant set of Chinese Checkers, but strategy games had never exactly been the pseudo-prehistoric bots' forte. They liked team sports, but mostly only the kind with tackling and other violence.

Wheeljack was incredibly relieved when Megatron ran out of patience before Grimlock's team did. She wondered if turning female had made the Dinobots more patient, or if they were just maturing. They did seem slightly more protective of the smallest bots and the humans than they used to, but that was the only change their creators had noticed in their personalities.

Otherwise, Grimlock was just as aggressive, confrontational, hot tempered and belligerent as before. Basically, the only change was that she had curves instead of angles. Even her mass was the same. As the Dinobots wandered off to investigate the woods and meadow where the meeting had taken place, Wheeljack stretched until her cabling cracked and went after them. Trusting her creations to NOT get into trouble was never a good idea.

The engineer's meanderings had brought her to a wetland area, probably one created by the large aquatic rodents known as "beavers". There, sprawled on a flat, moss-covered glacial rock, and highlighted by the golden late-afternoon sun, were Grapple and the Constructicon Long Haul, entwined in a passionate embrace.

The couple was so busy making out that neither of them noticed the undignified, staticky "eep!" noise that escaped Wheeljack's vocalizer. Mortified, and more than a little turned on, the grey and white engineer started quickly backing up in an attempt to make a hasty escape before they noticed her presence.

Wheeljack spun around, intending to get the pit out of the area and collect the Dinobots on her way. She had only gone a few meters further when she basically splatted against a broad purple and chartreuse chassis.

"Oh, slag." She mumbled, staring up (way up) into the fascinated eyes of the constructicon Mixmaster.

"Pre…pre…pretty" he rumbled. "I hear...hear you like to blow things…s up."

* * *

><p>"Aaaagh!" Wheeljack said.<p>

The Constructicon looked hurt. "I Didn't…t think it was that…that bad a line." He said. One big, clawed hand strayed to her waist.

"Ack!" she squeaked again. His chassis was warm and his engines were rumbling, and why the _frag _did he smell so good?

Wait…there was a Decepticon holding her to his chest and hitting on her, and that was a Bad Thing. She knew perfectly well that the Con high command had a capture or kill order out on all members of the Autobot Science and Engineering team, and…why wasn't she shooting the Constructicon?

"S…So, I've always wondered, why did…d you make your creations in the form-m of prehistoric…c Earth c…creatures?"

Wheeljack looked up into the big mech's weirdly earnest expression. "Are you…flirting with me? I mean, it's not like that's exactly unheard of between Autobots and Decepticons these days, given Prime and Megatron, not to mention the Twins and those flying menaces, but…small talk?"

Mixmaster shrugged his massive shoulders. "W…well, it's…s been…been a while since I flirted…flirted with anyone, but you're a s…special lady. Y…your last superweapon…n made a truly fabulous…ous pyrotechnic…c display. And it matched your optics…s"

* * *

><p>What did a femme say to something like that? <em>Why thank you, kind sir! I'm so flattered that you noticed! I always try to coordinate my inadvertent wanton destruction with my optic color!<em> Uh, maybe not. Wheeljack had never actually had an enemy flirt with her before- she usually left that sort of thing to Skyfire.

"Um." She said intelligently. What the heck? As long as the Decepticon wasn't being violent, she would go along with the small talk. "I wanted to create Autobots that could go up against you gestalts and win, and there were these fossilized bones of ancient Earth creatures… It seemed like fate, I suppose.

"And…d they were cool?"

Mixmaster had a sense of humor. Who knew?

Wheeljack smiled at the Con, her head fins twinkling. "Haven't you ever built something just because it was cool?" She asked. Distantly, she was aware that she was fraternizing with an enemy, but it wasn't like she was alone in that.

"Not…t for a very long time, I'm afraid…d. It would be n…nice for a change." The mech rumbled.

She could relate. Whenever she thought too much about all the completely awesome things that hadn't beem invented, or just hadn't been built because of the war, it depressed the pit out of her.

The mech leaned in towards her, and she could feel the buzzy flutter of his EM fields, when the stand of trees behind her exploded.

Well, it didn't explode, exactly. It was more that it was abruptly crushed into tiny, projectile bits beneath her creation's clawed pedes.

"Ooooh, Slaaaaaag…g." Opined the Constructicon.

"Bad Grimlock." Wheeljack said mildly. She sighed inwardly. The flirting had been kind of nice, even if it was coming from a Decepticon, but all such things are interrupted by one's offspring now and then. Especially if said offspring were sparked into the bodies of underclocked war machines with a long, long way to go before reaching maturity.

"Constructicon let go of Mama Wheeljack!" Bellowed the leader of the Dinobots. "Or Me Grimlock SMASH!"

Wheeljack decided that she would forgo correcting Grimlock. She was her builder, not her mother, since her spark had come from the Allspark, just as hers had. She and Ratchet really needed to take the Dinobots aside and reiterate the differences between Cybertronians and Earth creatures again, it seemed.

Mixmaster let go of her so fast their paint jobs squeaked against one another and stumbled back, away from the massive bulk of jagged metal teeth and bad attitude that was Grimlock.

Wheeljack placed herself firmly between her creation and the nice mech who had complemented her explosions and optics. It wasn't every day that anyone, Decepticon or not showed that kind of interest. "Thank you for coming to help me, Grimlock." She said in her best Soothing Maternal Voice. "But Mixmaster and I were just talking about building projects. He wasn't trying to hurt me."

The Tyranosaur bot looked skeptical. "Me Grimlock think Wheeljack too nice for own good. Decepticons bad. Trick Dinobots before. Shoot at Dinobots and Autobots. Mixing bot part of giant badass Gestalt."

Wheeljack's processor scrambled to come up with an explanation. She and Ratchet had explained the various types of Cybertronian reproduction to the Dinobots, comparing their creation to that undergone by humans and other Earth creatures.

"Um." Said Mixmaster. "Wheeljack…k was telling me about…t how she engineered your Dinosaur forms because she thought…t Dinosaurs were cool…l. You are…are a most…t impressive piece of engineering, Grimlock…k."

Grimlock snorted, ex venting so loudly that Wheeljack just knew she was doing it for the intimidation factor. She nudged Wheeljack aside, cornering the Decepticon against one of the glacial boulders strewn around the picturesque Terran landscape. The poor mech flattened himself against it.

"Grimlock!" She bellowed. "He didn't try to harm me, he was just flirting! Leave him alone!"

The huge femme cocked her savage head at her builder. "Like Starscream flirt with Skyfire?" She asked.

Wheeljack needed to have a chat with the shuttle about keeping her antics a bit more discrete, it seemed. "Well, not _exactly _like Starscream and Skyfire, Grim. They were together back before the war, long before you were sparked."

The Tyranosaurus nodded sagely. "Me Grimlock understand now. Constructicon flirting with Wheeljack like Megatron flirting with Prime. Okay, Grimlock not smash Decepticon then."

The grey and white engineer facepalmed, and resigned herself to spending some quality time with the Dinobots this evening. Apparently she needed to coach her little cock-blocking forces of destruction in the fine art of discretion.

This could take a while.

At least Mixmaster had made his escape. Hopefully he wouldn't be so put off by her "offspring" that he never approached her again.


	10. Chapter 10 Trio

Feminine Troubles Chapter 10: Trio

_Hi all, I had a fantastically awful last couple of weeks, so its fortunate that I wrote this chapter ages ago, cause I'm not really feeling in the zone right now. The crowd on Livejournal liked it when I originally posted. Um, warnings for threesome, mild dub con, general naughty. _

_Hasbro owns the rights, I'm just taking the characters out for a spin._

_Also, people made fanart of this fic! And Its terrific! Merrypaws put a fantabulous female Optimus and Megatron pic on her Deviant Art page (search "FemOptimus and Megatron"), and an anonymous contributor did a couple who hasn't shown up yet. I'm not going to ruin the surprise by linking to that one just yet. The art was a total pick-me up, I gotta say. I squeed._

Prowl stood in the surveillance control center with her servos clasped behind her. Her slim black and white form was still; the colored light of the many monitors reflecting off her carefully shined plates.

She was regarding the live footage meeting between Prime and Megatron with a mixture of amusement and concern. She had chafed a bit at being left behind this time, though it did make tactical sense to have reserves in the event that something went wrong.

It wouldn't have been the first time that Megatron had a nefarious plan or some kind of superweapon aimed at the Autobots, after all.

Red Alert was also present, enmeshed in her information systems. She had jacked herself into Teletraan and was using her impressive processing power to simultaneously watch multiple camera feeds from the meeting. The highly strung femme really needed to get out more, but Prowl admired and appreciated her dedication.

Red Alert was built to handle vast amounts of raw information, sort it, analyze it, and deliver it already digested to the other officers. Unfortunately, her abilities made her processor far more delicate and error prone than most of the other Autobots. She didn't respect her limits and was prone to glitches and crashes. Prowl could sympathize.

Both of them had been left at base for this event as much for their own protection as to be emergency back up or for their analysis of the remote data feeds. Prowl had long ago resigned herself to the fact that she was more effective in a support capacity for the Autobot army than on the front lines. Under normal circumstances, she rarely found herself in battle. Unless it was from the bridge of a warship, of course.

She had seen far more action in the short time since they arrived on this little alien world than in the previous century. It was odd how much physically closer the Autobots and Decepticons kept ending up in their battles here on Earth.

Well, before it had been odd. Now it made perfect sense, the way the two sides were unrestrainedly ogling each other. Really, you would think that the Decepticons had never seen an attractive femme before. Of course, given the byplay between the lesser Seekers and the Twins, some Decepticons had obviously done more than see a femme recently, but the frustrated heat coming off of Megatron was nearly visible. That mech really needed to get laid, as Jazz would put it.

As always when the others went out to possible combat and Prowl was left behind, she worried about her friends and especially about Jazz. Her lover was skilled and deadly, but so much smaller than most of their opponents. The head of intelligence had been upgraded for speed, stealth and maneuverability, not the raw strength for head-on combat.

Prowl's optics widened when the Decepticon Third snaked a tentacle around Jazz's ankle. Surely he wasn't going to try hacking her right in the middle of (potential) peace negotiations? Er. Obviously not. He apparently just wanted her attention. Prowl watched in growing amusement as the big mech used his appendage to gesture to the Seeker/Twin byplay.

Jazz, who had obviously been focused on the show Megatron and Optimus were putting on (and what a circuit –heating show it was!) gaped at the wing flirting and suggestive looks between their respective front liners and then at Soundwave.

Was he…stroking Jazz's ankle joint? That was one of the femme's hot spots. How the _slag_did he know about that? Jazz jerked her leg out of the tentacle's grasp and glared at Soundwave. The big mech looked disappointed.

Prowl's optical ridges went up. Whatever happened to buying a femme a drink to show his interest? Sending a bouquet of crystals? Tentacle molestation seemed pretty slagging forward at this point in the, er, negotiations. On the monitor, Prowl could see a tiny shiver run through Jazz's frame. She frowned. This would not do. Not only was Soundwave moving in on her femme, he was leaving her out! Just because she was stuck here at base didn't mean she and Jazz weren't a package deal.

Red alert snorted in amusement. Prowl looked at the monitor showing Ironhide toying with Starscream. Served the Con air commander right for being smarmy. She divided her attention between the tall navy mech who was attempting to flirt with her lover and analyzing the current situation on the ground.

Megatron made another over the top offer of "peace" if Optimus surrendered. Like that would happen. Optimus declined. Prowl shook her head. She could only assume that Megatron said things like that forms sake. He wasn't stupid enough to think Prime would take him up on something so utterly ridiculous.

Se wondered if Megatron had any idea how normal courting was supposed to go. The information Ops had uncovered about his background and origins made it likely that he in fact did not. The mech had practically been raised by cyberwolves.

At first, Prowl had been extremely concerned about this meeting. She was considerably less so now. For the first time in a very long time, Megatron obviously had something on his processor besides war and energon. It was almost sweet, in a way. He wanted Optimus sooooo badly, and obviously did not know quite what to do about it.

Reassured that the leaders weren't going to get in a fight in the next few clicks, Prowl turned more of her attention to her lover. Jazz gleamed in the sunlight, her paint job beautifully accentuating her newly curved body. She couldn't blame the Decepticons for overheating their processors over the Autobots' new hardware configurations.

She studied the Decepticon Communications officer critically. Like most of the other Cons, he had obviously been detailed prior to the meeting. He probably wished to make a good impression on Jazz. He had an unusual build, with that satellite alt mode and the mods to carry his symbiotes. Not unattractive, and rumor had it that those tentacles of his were good for other things than jacking into mainframes.

Jazz and Soundwave made a pretty picture together. Prowl could very easily imagine her sensuous, deadly lover entwined in the big, winged mech's arms and tentacles, writhing in pleasure. Their intelligence indicated that the Decepticon 3IC was a most proficient berthmate. Perhaps it was something to consider. They would need a mech at some point, if either of them desired sparklings. Soundwave would be a logical choice. He was strong, intelligent, protective of his symbiotes and considerably less insane than many of the other Cons. He was also rather attractive.

Megatron and Optimus were well started on an elaborate courting dance, so there was no reason not to look to the Decepticon ranks for potential mates. Not that either she or Jazz would even consider sparking while the war was on of course. That would be foolish and irresponsible. Nevertheless, it was perfectly reasonable to pick out a suitable mech now, rather than later.

As the meeting broke up. Prowl started to make plans. First on her agenda was spending some quality time reminding Jazz who her partner was. After that, well, she and head of Special Ops who was after all as intelligent as she was sexy, could discuss their plans for the future.

Skyfire greeted her smaller, faster lover with open arms and a seductive smile. Optimus had given her a hand earlier, as she had waxed her plating to a softly glowing shine. She knew she looked good. It was a nice change from being covered with battlefield grime or other bots' energon. The Autobot leader had a definite twinkle in her optic when she told the shuttle to "have fun and be careful." Buoyed by her noble leader's approval, and rather heated by the feel of those powerful, gentle servos on her back and wings, Skyfire had been more than eager to see her Seeker.

The two fliers had agreed to meet in their usual spot, atop a high desert mesa. It was private, difficult for any non-flying mech to access, and it was beautiful. The full moon and clear, bright stars provided ample light for their keen senses, and a light breeze caressed sensors and plating sensuously.

True to form, the vain Air Commander landed with a showy flourish. She couldn't help but admire his artistry and athleticism. For all his foibles, there were reasons that Starscream had climbed so fast and far in the Vosian ranks. Sometimes she envied that Seeker maneuverability, but tonight it just gave her a delicious tingle, knowing that those finely calibrated wings and elegant ailerons would be available for her pleasure momentarily.

Actually, all of Starscream's system would be available for her pleasure, as Primus had so obviously intended. It was amazing how the neurotic (er, intense) Seeker had loosened up since the Great Autobot Gender Change. He wasn't the only one. To Skyfire, it sometimes seemed like her libido, which hadn't exactly been low to start with (she _was_ a flier after all) had increased rather a lot lately. It had been a slow build, and at first she had mistaken it for nothing but her new hardware integrating with her systems. Gradually, she had begun to notice that along with the gradual ramping up of her interfacing drive had come what could only be termed maternal urges.

The other day, she had had a moderately terrifying impulse to scoop up Windcharger and cuddle her. Fortunately she had shaken it off. The flying minibot would unquestionably have taken it badly if Skyfire had tried to preen her wings like she was a sparkling.

Besides wanting to coo over smaller Autobots and sometimes random humans, she was just really, really horny. She felt like she could happily ravish not only Starscream, but the rest of his trine, with maybe a side of science bots and med-bay staff. If she wasn't so in awe of Optimus Prime, she would have seriously considered trying to seduce the regal leader earlier. Those smooth, strong curves covered in flame-decorated enamel were practically begging for attention.

Pit, if any Autobot ought to have her own Seeker harem, it was Optimus. It was too bad that they were all on the opposing side in a war. Otherwise she would see if she could arrange to lend Starscream and his trine to the Prime. It wasn't like they would mind. Very few beings were more intrinsically horny than a Seeker.

"Skyfire". Her own Seeker lover rasped as he stalked towards her, his wings held high and proud. She might have made a sardonic comment about his ego if she hadn't been so focused on resisting the urge to pounce on his extremely attractive masculine frame. He was so elegant yet angular…

The Autobot shuttle blinked and nearly slapped herself upside the head. Had she really just thought that? Bad Skyfire. She was obviously addled somehow in the processor. Honestly, she hadn't been this voracious even as an undergrad.

Her train of thought was thoroughly derailed as Scree came within reach. Next thing she knew, her servos were smoothing along the red wings, hot from the sun and his engines. Starscream pulled his larger, taller lover down into kissing range. His agile glossa flirted with hers, his soft lips (always so surprising on the acid-tongued flier) caressing hers urgently. She moaned wantonly into his mouth, wanting to be filled NOW. Fortunately, the seeker seemed to be with the program. One of his servos left off pawing at her chassis and wings and slid between her thighs. Skyfire indicated her approval by nibbling on the side of her lover's neck. Aaand there it was- the Seeker's knees went weak.

The two of them sank to their knees, the shuttle spreading her legs to both encourage the hand fondling her interfacing cover (which she proceeded to retract) and to bring their heights a bit closer together.

Skyfire purred in approval, urgently stroking at Starscream's wings, chassis and any sensitive bits of wiring she could reach. It was times like this she wished she had claws, so she could delve deeper into her lover's seams. Fortunately her knowledge of flier anatomy was fairly comprehensive. Her efforts were rewarded by the sound of Scree's cover also releasing. She smiled playfully at her lover, caught him around the waist, and lowered him to the ground.

The mildly outraged look on that handsome face dissolved quickly enough when she straddled his hips and lowered herself onto his eager spike. She moaned softly as his interfacing rod spread the delicate walls of her valve open. She began a slow, gliding rhythm, enjoying the little sparkles of electric pleasure that raced through her systems.

"Sky!" shrieked the smaller flier, not-so incidentally living up to his nickname. "Primus! Don't stop!" Skyfire's purr turned into a chuckle, which vibrated through her chassis and down to the spike snugly seated in her anterior valve. The Seeker writhed below her, prompting her to lean down and kiss him again. Her hips tilted against his momentarily. Then, desiring a greater range of movement, she braced against his shoulders and returned to her previous position-upright, with her legs folded on either side of Scree's hips.

Engine rumbling, Skyfire began to raise and lower herself onto the hard spike that was so eagerly poised for her pleasure.

Starscream's engines were purring, his fans at maximum. The expression of bliss and adoration on his dark face was a lovely thing, and Skyfire wished that her Seeker would look like that more often. He was rhythmically arching his hips up to meet her downward motion, creating a wonderful, pleasurable dance between the two of them.

Suddenly, the Seeker froze, beautiful alien crimson eyes going wide in what looked like horror.

"Scree?" she murmured, trying to shake off the haze of heat and arousal enough to make her processor un-fog. What was wrong? He was looking at her like she had turned into a monster or something…

She suddenly understood, tensing with horror when a deep, wicked voice sounded behind her. The Autobot scientist trembled to hear the distinctive, fear-inducing whine of a charged proton cannon.

"Well, my treacherous Second, it suddenly becomes clear why you have been so uncharacteristically tractable of late" rumbled the dark, grating voice of Megatron. "Had I realized that this is what is required to tame a Winglord of Vos, I might have tried a different approach before this."

Megatron wasn't sure whether to feel rage or burning lust when he saw what his Air Commander was up to. Starscream was flat on his back in the alien dirt of this filthy world, with the beautiful, gleaming form of that weakling civilian shuttle straddling his waist. The scientist hadn't seemed all that timid as she had pinned the Seeker and impaled herself eagerly on his spike. Perhaps there were hidden depths to the Autobot after all.

The two fliers were so lovely and arousing to watch that the Decepticon lord almost let them continue un-interrupted, but his spike was pressing insistently against its cover and it was never in his nature to resist temptation. Besides, it had been several weeks since he had put Starscream in his place, and no good ever came from letting the little fool go unmolested. Er, punished. Yes, he should punish his Air Commander for canoodling with the enemy, particularly when his lord and master was left wanting, with nothing but a cold vid screen and his hand for company.

Why, he hadn't even fragged the Seeker recently. Normally his response to an illicit but not actually treacherous (or dangerous) action by his second would involve Megatron forcing the Air Commander to suck his spike while he held his canon on the disloyal but attractive mech. Given the situation, he had a much better strategy in mind right now.

Predictably, Starscream opened his mouth. "L-Lord Megatron, wait, I can explain!" Whined the foolish Seeker. "I was merely trying to convince Skyfire to re-join our side!"

"Silence, Starscream!" Roared Megatron. "I care nothing for your feeble excuses. Obviously you are as incompetent at satisfying a female Cybertronian as you are at attempting to overthrow me!"

It had been a very, very long time, but the Slag-Maker still remembered what kind of things pleased a femme. Once, long ago, he had been in an extremely similar position with one of his fellow gladiators and a femme groupie. That long-ago femme had been tiny compared to the Autobot shuttle who was so intimately joined with Starscream now. Back then, he had closed his optics and imagined that she was the gadiator ring's younger medic, Torchweld. This time, he would doubtless picture a far more regal, powerful being. He smirked down at the wide blue optics set so prettily in the shuttle's pale face.

Lowering the power to his arm cannon and allowing the weapon to fall to standby, Megatron strode forward and seized those broad white wings, caressing them roughly but skillfully. He relished the way those soft-looking lips opened in a shocked gasp.

He wasn't as rough as he would be with Starscream. This wasn't a punishment for the femme, but a display of dominance to her and her lover. He could feel her trembling as he smoothed his heavily clawed servos across the sensor-rich wing panels and dipped into the vulnerable joints between her back and the sensitive appendages.

"You smell like your Prime, Autobot." He purred into her audio. She shuddered. "I wonder just what the two of you have been up to…"

The femme looked up at him with frightened blue optics. His engine purred. "S-She just helped me with polishing my armor-Ah!" She arched up into the claws that had discovered a i_very_/i sensitive spot.

"So, Autobot, you have recently had Prime's servos i_all_/i over you. Such a shame it was merely for maintenance sake. I would dearly love to see such a thing." Megatron continued his knowledgeable touches to the flier's hot spots. They were not so different on a shuttle femme than a seeker mech, after all. Gratifyingly quickly, the Autobot began to arch into his servos, her fans kicking back on as arousal re-kindled. Megatron crowded closer to her back, catching the nape of her neck in his sharp fangs.

The Autobot femme shivered, and her servos clenched nervously where they were braced against Starscream's chassis.

Starscream, true to type, couldn't keep his vocalizer muted at that. "Oh, most i_glorious_/i leader, surely it would be better to save disciplinary measures until we are alone and I'm sure I could make it worth your while…Eeep!" Megatron removed the warm, vibrating barrel of his proton cannon from the sensitive heel-thruster where he had pressed it for a moment. He knew from experience that nothing got the little fool revved faster than overstimulation to the gyros situated in his ankles.

Megatron chuckled darkly, snaking one arm around the Autobot's cuvy body and down to where she was intimately joined with Starscream. She stiffened, and the seeker's eyes were glued to Megatron's claws trailing across her intimate plating. The Air Commander, who had opened his mouth, undoubtedly for another round of groveling, gasped and arched.

The Decepticon leader smirked. He was fairly sure the femme had just interrupted another round of whinging from his Air Commander by squeezing her internals around his spike. For good measure, he trailed his talons across the delicate rim of her valve again, his other hand gripping a wing. She moaned and shuddered.

"What are you doing?" The Autobot asked tremulously.

"Don't worry, my pet." Megatron responded in a silky rumble. "I'm not going to hurt you. I do know how to make a femme feel good, and I can tell that this idiot is leaving you wanting. Apparently your Prime is not taking care of your needs either."

"I-ah! Would never expect my Prime to-oooh."

The Decepticon leader switched to a firm hold around the femme's waist and tucked his other servo between her wings. He inexorably pushed her upper body down to meet Starscream's. The change in position provided a lovely view of her shapely aft, but unfortunately obscured his view of the seeker. Oh, well. He took the opportunity to acquaint himself with the ample curves of said aft. He ground a knuckle into her posterior port, enjoying the hot, wet softness and the intoxicating scent of aroused femme, still spiced with a hint of her Prime. He licked the knuckle.

"Megatron! I demand that you cease molesting my femme! We were in the middle of something here, you know!"

The grey mech snorted. "Autobot, I suggest that you find something to occupy Starscream's tongue with, before it gets him into trouble. Primus knows, his mouth is better suited to silent pursuits."

The lovely Autobot, whos frame was gratifyingly hot with renewed arousal, apparently decided to bow to his obvious wisdom, and soundly kissed her Seeker lover. Megatron took a click to enjoy the quiet.

Since it appeared that he no longer needed to hold the femme down, he switched back to caressing her wings, back and aft with both servos. He heartily approved of the two fliers' positions below him- Starscream flat on his back and helpless, the femme comfortably settled with her forearms to either side of the Seeker's head, her knees and folded legs straddling his hips. Her posterior valve was open and ready for him, gleaming with her lubricant and practically begging to be filled. He rumbled in approval. He loved fliers.

Megatron gave the mental command to release his interfacing unit cover. His spike immediately shot to its full length, already glistening with lubricating fluid. Not that the femme hadn't already produced plenty of that. He guided his turgid spike to her sopping port and eased carefully inside her. He was much larger than Starscream, after all.

Both of them moaned simultaneously.

It was different from a mech's port- much more responsive, and he discovered as he continued to slide easily into the tight heat, far deeper. He was never able to go all the way to the base of his spike in any of his mechs- they weren't built for it. It was not a problem for a femme Skyfire's size though. A femme's valve was more than able to stretch to accommodate even a much larger spike. This femme would probably be able to handle a gestalt, with sufficient preparation.

A long-ago lesson from the medic Steelforge floated to the top of his processor. A femme who wished to bear a newspark would need multiple mechs contributing energy and nanites to her. It wouldn't make sense for a femme to be unable to accommodate her donors. Even a smaller Autobot would be able to take his spike and enjoy it. Megatron shivered in pleasure.

The lovely Autobot was moaning into Starscream's mouth and pressing back into him, sliding part-way off of the Seeker's spike to do so. Megatron gasped at the feel of the other mech through the thin, flexible walls of the femme's valves. She was impossibly hot, and so soft and wet. She smelled wonderful- aroused Cybertronian female with the lingering hint of Optimus Prime, overlaid by the scent of carnauba wax and Starscream's familiar tang.

"Oh, oh Primus!" the Shuttle moaned in a soft, breathless tone. "S-So good, I've never been so full…please…more…"

Megatron obligingly began to thrust his hips. His spike pistoned and out of that glorious port, the suction pulling her partway off of Starscream's spike as he withdrew. The feel of her internal walls undulating around his invading member was impossibly pleasurable. He sped up another notch, confident that the extra force would please them both. His fangs found the curve of her shoulder, biting down just hard enough to grip. He tongued the smooth plating, intoxicated by the taste and sensation.

Starscream shrieked in overload, and Megatron could feel the energon and code-bearing fluid pumping into the femme's valve. He found himself grinding into her clenching port as the she followed his Second into overload. She screamed Starscream's name. Almost…he was almost there…His hips kept up their hard, steady rhythm as the femme began to overload a second time, making tiny, breathy sounds of ecstasy and pressing back into him.

This time, Megatron also joined in, throwing his head back and roaring in savage pleasure. It seemed to go on forever, but eventually it ebbed, leaving him collapsed in a strutless heap across Skyfire's back.

Things got a bit fuzzy for a while, until he became vaguely aware of a loud purring sound and a sort of muffled whining.

Blearily, the grey Decepticon cracked open an optic. The purring vanished, and her belatedly realized that he had been its source. With a mild grumble, he willed his drained limbs to help him roll off the lumpy tangle of fliers his body had been draped over.

Things cleared up a touch more, and he realized that the whining noise was a rather squashed Starscream, who was demanding that they get their hulking bulks off of him before he was crushed. Megatron snorted. Typical. Though to be fair, his weight combined with the gorgeous but massive shuttle's was rather a lot for the comparatively delicate Seeker frame.

The white and red femme lifted herself back onto servos and knees above her Seeker lover, gave him a peck on the lip plates, and proceeded to stretch like a cybercat recently awoken from a refreshing nap. Megatron admired the excellent view of those shapely limbs, but didn't feel that Starscream should get all the attention.

"Sorry Scree" the femme said softly. "Didn't meet to squash you, there. I don't think I've ever had multiple overloads like that before- so close together. That was…wow."

Starscream smirked. "I keep telling you, Sky, once you go Decepticon, you never go back."

Megatron snorted. If only. He levered himself into a sitting position, snagged Skyfire with one powerful arm and pulled his newly-acquired lapful of curvy Autobot scientist in for a kiss.

"Mmmm…"She murmured against his mouth. "Want to go again?'

Starscream chortled at his leader's nonplussed expression. "Why, Most Glorious Leader, haven't you ever experienced the joys of a femme flier libido before? They can just keep going…"

"Hush, Scree. The femme smiled. "Busy over here."

Megatron's optic ridges went up. It usually required a fist to the face to get Starscream to be silent. Apparently the Autobot femme could accomplish the difficult feat of shutting the Seeker up with a sweet smile and an overload or two. Interesting. He would have thought about it more, but was distracted by his armful of femme wiggling on his lap. Starscream who?

Some time later, Skyfire disengaged herself from the somnolent arms of two-thirds of the Decepticon high command. Her ports twinged a bit, but in a most delicious way. She was going to be sore for days. It was wonderful. The slagmaker knew how to treat a femme right after all.

Fortunately, that last overload had offlined both mechs. At some point in their activities, Megatron had mumbled something about taking her back to the Nemesis, and she had no intention of allowing that to happen. Optimus had told her to have fun and be careful, and winding up in the middle of the Decepticon base chained to Megatron's berth or whatever was not careful. Possibly fun, but not at all careful.

She smiled fondly down at the limp form of her Seeker. His head was pillowed on his lord's shoulder. It was probably the most at peace the two of them had ever been. Funny what a difference a half-dozen or so overloads made to a Seeker's temperament. Particularly if said mech was Starscream. She ought to give his trine-mates a piece of her mind. They obviously weren't spending enough berth time with him. And Megatron! You'd think that no one ever showed the mech any attention, the way he responded to a little cuddling and preening. And some overloads, of course.

She gingerly stepped around sprawled wings and limbs, and moved to the edge of the mesa. Skyfire indulged herself with one more fond look at the mechs who had satisfied her so well over the last several hours, then launched herself into the gleaming pre-dawn sky.


	11. Chapter 11 Attraction

**Chapter 11: Attraction**

_Hi folks, sorry for the chapter delay. Life has been both very busy and kind of crummy for a bit. On the up side, its finally summer, and the Day Job has excellent AC. Thanks to everyone who reviewed! _

_On a somewhat related note, a couple of people have asked for the location of the original (still ongoing) version of this fic. It's on the Transformers Anonymous Kink Meme on Livejournal (tfanonkink). It would be sticky responses, part two, page two. If you go there and post anything, pretty, pretty please read all of the comm. rules and guidelines. It's a really great, supportive group, and spawns many a great idea. In fact, it actually got me to stop lurking and start posting stuff. Very NSFW, and unsuitable for minors. Like this here fic, in fact._

_Everything you see belongs to Hasbro, Takara or some affiliate. Only the jokes are mine._

* * *

><p>Megatron and Starscream at the edge of the mesa, sharing an energon cube between them. Both mechs were uncharacteristically silent.<p>

It was early morning, a few hours past dawn. The sky was a glorious, endless blue, Terran avians wheeling through it here and there. The quiet was relaxing. Starscream glanced at his leader. "You know she would never willingly have stayed." He said, voice unusually soft. "She lover her friends and comrades, loves being part of Prime's science team. The lot of them make the Iacon Science Academy look like a pit of sharkticons by contrast, never mind Decepticon HQ. The infighting and violence she saw last time she was among us horrified her."

Megatron sighed. He remembered the two femme medics from the gladiatorial arena. They had been so unhappy there. They probably would have been Autobots too, if they had survived the beginning of the war. Skyfire was a bit like Torchweld might have been, had she the opportunity to finish maturing. A gentle spark, built to repair and nurture, not to fight. The Decepticons were entirely organized around individual strength. There was no place in their hierarchy for non-combatants, and it seemed really uncouth to imprison a femme who had just shared such processor-bending pleasure with him. The brig would be unsafe, and she would be lonely (and probably flier-claustrophobic) if left locked in his quarters.

He was reluctantly forced to concede that his Air Commander's point. The Decepticon base was no place for a lone femme, let alone a civilian. If Skyfire had still been here when he woke, he would have kidnapped her back to the Nemesis, but it probably wouldn't have gone well. It rarely did, when he thought with his interfacing drive. The recent occurrence was an unusual exception.

"Oh shut up, Starscream." He said.

* * *

><p>Skyfire shifted uneasily on her pedes. She really needed to talk to Optimus immediately and tell her about Megatron. The fact that the Decepticon leader had been able to smell Optimus on her plating and found it automatically arousing was extremely telling.<p>

Skyfire had a few history files regarding female Primes, mostly gleaned from the less-than-reputable source of the historical novels she had read as a youngling. At the time, she had sighed over the romantic idea that a femme Prime without a Lord High Protector would start attracting candidates automatically, but in her youthful imaginings, it had never occurred to her that one of those candidates might be a terrifying, merciless warlord who wanted to subjugate every sentient being in the galaxy.

She could be wrong in her conclusion, of course. After all, Optimus was a beautiful and charismatic femme and had previously been a handsome, charismatic mech. It was only reasonable for Megatron to be attracted to her. Frag, so was she. So were most of the Cybertronians on Earth.

But most of those mechs and femmes were only noticing their Prime's cyber pheromones on a subconscious level or when she was physically nearby. They weren't so strongly aware of it that they could easily discern the scent on another's plating, after merely enough contact to help wash, dry and polish armor.

It wasn't like the two of them had indulged in a torrid bought of interfacing before Skyfire had gone off to meet Starscream, after all. The scent wasn't that strong, and Megatron was no tracker or medic build. For him to have noticed it so intensely, he would have to be specifically keyed to Optimus.

She must tell her leader, and to do that, she was also going to have to explain the situation, and that involved telling the Prime that she had interfaced with her greatest enemy, who was probably also her chief suitor. Multiple times. With extreme enthusiasm. Perhaps she could gloss over that part. On the other servo, Optimus deserved to know that Megatron had the necessary berth skills…

Of course, the Prime was in meetings all day, discussing their strategy for dealing with the current circumstances. Perhaps Skyfire could wait to confess about fragging her chief enemy and suitor for a bit. Yes, towards the end of duty shift, and she would bring Optimus a nice cube of energon as a peace offering.

* * *

><p>Prowl welcomed her lover back to the base with a restrained embrace, willing to wait until they had privacy for any further intimacy. She suffered through endless briefings, provided analysis alongside Red Alert, and tried not to squirm at the miasma of heat and pheromones that Optimus was exuding.<p>

She caught Ratchet's optic and tilted her head towards the Prime. The medic gave a tiny nod. She would take care of ameliorating their leader's condition as best she could.

Prowl herself was ridiculously keyed up. It was highly annoying. She felt like a youngling who had just discovered interfacing, and had nothing else on her processor. She couldn't wait to get Jazz back to their quarters. Perhaps she should "discipline" her lover for "cheating" on her with the Decepticon communications officer. Or perhaps not. She didn't think she would be able to do much teasing in her current condition. She wanted Jazz sprawled beneath her in the berth, and she really wanted something long and hard in each of her ports. Ideally, both those conditions would be met at once.

The command staff were taking a brief break, when she was suddenly jerked into a supply closet by a small black hand with sharp and deadly claws adorning it.

"Need ya, Prowler." Jazz growled. "Can't wait till later." The femme shoved her to the back of the closet, and into a seated position on a large crate. Prowl eagerly spread her thighs as the femme knelt between them. She lapped eagerly at the interfacing array covers, and Prowl retracted them with a soft sound of pleasure. Jazz growled in response.

"Ya look so hot like that, Powler. All spread out and wanton, waitin' for me to make ya come. I wish I had time to overload ya over and over and over…but that's gonna have ta wait."

"Jaaaaaaazz…" Prowl moaned breathily. She reached out to her lover, caressing her helm and shoulders as the femme lapped greedily at her ports. A glossa insinuated itself into her anterior port and she arched up into it. Jazz grabbed her thighs and pressed her back down. Then, the wicked saboteur triggered her sonics, a low bass vibrating through her body and into Prowl's port.

The chevroned femme stuffed a servo into her mouth to muffle her shriek of pleasure, and came hard, her optics blazing and lighting up the tiny room with an azure glow.

She faded out for a brief time in a wonderful relaxed state, feeling the hot mouth of her lover lapping at the lubricant streaking her thighs. She purred in contentment. Jazz started to get up, and Prowl took the opportunity to turn the tables. Her arms were around the other femme in a flash, and the turned and deposited her partner with her chassis on the crate and her pedes on the floor. She pressed into Jazz's aft, grinding against the hot metal of her port covers.

"Just where do you think you're going, hmmm?" she purred into the femme's audio.

The saboteur made a sexy-humorous "eep!" sound as she arched desperately into Prowl's hands as they swept along her back and sides. "Ooooh, Prowler, I thought ya had to get back to Prime…"

The tactician growled her engine and scrabbled in her subspace for a moment, arousal making her clumsy as she searched for the item she had stored there. "Hopefully, Prime is currently experiencing sufficient overloads to stop _driving me insane. _In the meantime, I'm going to treat my lover to a little item that Wheeljack so generously fashioned for me the other day."

Prowl leaned down to purr into Jazz's audio. "Did those tentacles Soundwave was trying to get your attention with heat you up? He has what, six of them? Imagine, one in your mouth, one in each of your ports, or perhaps a pair of them, twined together, thrusting in and out of you, the rest holding you in place, your legs spread. I could have the engineering staff create a drone that would do that, you know. I could sit and watch, while you overload over and over…"

The u shaped object from her subspace was in her servo now, a handle with two thick phalluses attached. It was a bright Autobot red, and designed to her specifications. It was intended to fill both of a femme's ports simultaneously, and she used it to do just that.

Prowl pressed the toy slowly into Jazz, both the artificial spikes sinking into the femme's wet, needy body. She writhed beneath Prowl, who was holding her down with one arm and her full weight, as the ops head's servos scrabbled for purchase on the crate that supported her as the two thick, ridged objects spread her wide.

"Prooooowl!" she gasped. "Oh Primus! Do it harder!"

"As you desire." The tactician said, a feral smile on her face plates. She adopted a hard, driving rhythm with the toy, enjoying the way Jazz moaned and gasped and ground back against the invading objects that her partner was thrusting into her soft, wet ports with careful, measured force.

"Aaaaah!" Jazz cried out as she climaxed, clenching around the spikes, thrashing slightly and then subsiding. Prowl almost wished that the closet had a security camera so she could have a film of their tryst; it was a breathtakingly erotic show. Jazz was always gorgeous, but there was just something about the way she looked after a good hard fragging, so wanton and satisfied. Tiny electric jolts shook her frame, which pinged slightly as it cooled. She was still sprawled chest down on the sturdy crate, with the spikes buried in her ports, and Prowl was more than a bit temped to go for another round, but unfortunately duty called.

Jazz turned over, smiling softly up at her. "Love ya, Prowler." She said.

"And I love you, Jazz." The usually stoic second in command said. She leaned over and brushed a gentle kiss over her partner's helm, grateful beyond words that for all the many changes that they had gone through, some things endured.


	12. Chapter 12 Solidarity

**Chapter 12: Solidarity**

_Sorry about the delay folks. Big thanks to everyone who reviewed! _

Inferno and the Protectobots returned from nearly a week spent helping the humans fight one of the frequent summer wildfire in high spirits. They always enjoyed such things, working together with some of their favorite groups of humans for a common, constructive goal.

The firefighters had none of the reservations towards them that the native residents of Earth often showed their giant alien neighbors. Firefighting was dangerous, exhausting work, and the Autobot presence helped to preserve lives and land. The group was in high spirits, laughing, joking and telling exaggerated stories about their recent adventures. It had been great to leave the base, and do something other than fight Decepticons for a change.

There had been one odd thing about the trip though. The human firefighters had, as always, been happy to wash down their allies' alt modes and help to scrub off the soot, but many of them had acted strangely squirrely about doing the same when the bots were in their bipedal configurations.

The Protectobots had been very puzzled and a touch hurt by their long-time friends' behavior. Inferno, on the other hand, had had to stifle gales of laughter when firemen that they had known for years suddenly balked about scrubbing soot off of the Autobots' plating.

A smallish group of female firefighters had cheerfully shouldered their brethren aside and suggested that "You boys go find something to do for a while, why dont'cha?" They had broken out the truck washing tools and invited the bots to join the National Womens' Firefighting Association, or NWOFA. One of the firewomen had joked about "suddenly feeling a LOT less outnumbered."

Inferno had promised the Protectobots that she would explain when they got home. Silly repressive mammal gender constructs.

Cosmos was returning from a mission to deposit a couple of tiny spy drones into orbit around Earth when she saw him.

The golden, glowing seeker streaked past her in a haze of reentry friction, and she wistfully admired his sleek form. He was lovely, all streamlined grace and savage power. He didn't even bother to acknowledge her, like she was so beneath him that he didn't even need to bother with shooting at her. So like a Seeker. They always considered other fliers lesser. Less strong, less fierce, and of course less beautiful.

In her case, he was right, of course. She had been built to be small and efficient, able to maneuver in tight spaces and through challenging conditions in space, but she was not built for speed, and certainly not for looks. Once, before the war, there had been thousands of mechs with her exact frame. Her pre-Change frame, anyway. They had maintained orbital installations and communities all throughout Cybertron's solar system. Her build type had been utterly commonplace.

They were utilitarian mechs who spent long periods of time in the harsh vacuum of space. Her kind had once spent their orbital cycles chatting amongst themselves and watching all the latest from their home world as they industriously flitted amongst the many moons, orbital stations, and other projects at the periphery of the Great Machine that was Cyberton .

She was the only one of her build among the Earth based Autobots, though of course there were others elsewhere, even now. Some would even still be mechs, as there were still neutral enclaves of her build type, eking out a functioning in asteroid belts and hidden among alien moons. They were built tough, to function and thrive in conditions that that pretty seeker would never be able to handle over the long haul.

Idly, she wondered what those isolated Neutrals would make of her now. She was no Mecha Goddess like the Prime or Sunstreaker or Mirage, but her own frame kin would think she was cute.

The Seeker, who was now well below her and glowing red-gold with the flames of re-entry, wobbled a bit. She tsked to herself. Seekers might be lovely, but they took the sheer power of their engines too much for granted. That kind of sloppiness could get a mech killed out in the Kuiper Belts in this solar system, never mind some of the wilder places she had seen over the years.

She knew which one he was, of course. They had all been warned about the deadly radiation he gave off, that could fry a bot's circuits through mere proximity. Rumor had it that he was madder than a box of un- defragged game drones in a youngling school toy box besides.

A shame. That was a gorgeous wingspan, down there.

She entered the Earth's atmosphere with considerably less fuss than the Decepticon. She was heavily shielded against all sorts of radiation, from cosmic rays to solar flares. She could shrug off levels of radiation that would melt most bots.

Wait a click.

Cliffjumper and Bluestreak had been patrolling when the Decepticon triple changer had attacked. Fortunately for them, Blue was considerably more observant and alert than most beings would give her credit for.

Bluestreak had suddenly lunged at her, grabbing her and diving for cover behind a rocky ridge as the ground exploded where they had just been standing. The ordinance wouldn't have been enough to kill them, which probably was a worse sign than if he had been using the big guns.

It was never a good sign when the Decepticons wanted you incapacitated but not deactivated.

Astrotrain circled around again, firing at them in a wide-spaced pattern that seemed more designed to flush them out of cover and into his grasp than actually hit them. Cliffjumper was hardly going to fall for that. He wanted to play silly buggers with them, he was going to slag well reap the consequences.

With the precise coordination of long practice, she laid down covering fire while Bluestreak sighted her rifle, her body very still in the gloom of Earth's twilight. The femme was as steady as any of the rock formations that surrounded them as she took careful aim at their adversary and squeezed off a precise shot.

There was a shriek of pain, overshadowed by the shriek of overstrained engines as the Decepticon wheeled, one wing trailing smoke.

Bluesteak and Cliffjumper opened fire in earnest, trying to bring the Decepticon down. Despite having part of one wing on fire, the fragging Con managed to evade them and chart a lumbering course in the other direction, trailing smoke the whole way.

Cliffjumper sneered after the departing triple changer and checked on Blue. The kid was already starting to babble again, a sure sign that she was no longer running her targeting program.

"Wow 'Jumper he really came out of no where, didn't he? I guess I shouldn't be surprised, because it isn't like we have a formal cease-fire with the Decepticons or anything, even though Megatron and Optimus want to blow each other's circuits so badly that even I can feel the tension and I'm not the most observant Autobot in the world and half the seekers are regularly interfacing with Autobots and don't seem at all interested in fighting right now but I suppose that makes sense since Seekers were actually originally programmed to protect femmes and Sparklings a really long time ago or that's what Ironhide said anyway. I guess she would know, since she's the oldest Autobot on Earth right now and was around back when there were more femmes on Old Cybertron."

Cliffjumper interjected. "Good shot, kid. I called it in to headquarters while you were targeting mean and ugly there. Orders are to head back for debriefing. That was the first time in a while a Con attacked one of our patrols. The brass want to know if the Cons are planning to reopen hostilities."

Bumblebee was getting a wash from her human friends, who were diligently scrubbing her plating clean with large (for humans) sponges and soapy water. The sun was warm and wonderful on her armor, and she was practically purring under the organics' ministrations.

She dozed lightly, lulled by the pleasant sensations. He sensors picked up a bit of interference, and she shifted on her tires, tensing slightly. The cons had been quiet lately, but that didn't mean that she should drop her guard, out here with no backup but her humans, who while great company, were unfortunately not much use in a fight.

She alertly searched her surroundings with her Scout's augmented sensors, but there was no indication of a nearby threat.

"Ya think she's doing this to tease us?" Asked Rumble.

"Beats me." Frenzy replied. "For all I know, she did this every week back when she was a mech. Lazerbeak or Buzzsaw might know if it's a regular thing. 'Course, maybe she knows we're watchin her and is taunting us for being stalkers."

Rumble sighed longingly, watching the soap bubbles sliding down that cheerfully colored armor. "We could go and steal those sponges from the squishies, kick em out of the way and see if she'd rather get washed by someone who knows his way around mechanicals."

"She'd be pissed if we hurt her pets, bro."

"We don't have ta hurt em. They're her sidekicks, right? We could just sort of carefully kick em to the side, so they don't break."

Frenzy took an artistically composed still shot of the small, bright yellow Earth vehicle that was the focus of his admiration. "Primus, she is SO hot. Why can't she have the squishies wash her in her root mode? I'd love to see that."

Rumble looked uncharacteristically thoughtful. "Maybe it's the alt mode that's dirty? I know, if we can get her root mode covered in road dust and crud, maybe we'll get to see her getting washed that way too!"

"Um, bro? I 'd like to see Bumblebee in femme form with lots of shiny soap bubbles sliding down her armor as much as anyone, but I'm pretty sure you're supposed to say you care with energon, not by hitting someone with a truckload of mud."

Rumble stared at his twin. "_I _am not the one who just put Bee-babe and a truckload of mud in the same sentence. Perv. On the other servo, if we're going to go that way, I'd say we should go for a pond full of mud, and include the other cute little mini femme."

"What, the really belligerent one?" Frenzy asked, optical ridges rising. "Sure she's cute, but I think she likes mechs with wings, if that thing with Dirge is anything to go by."

Soundwave had just had a most enlightening conversation with his leader. It been startling to see Megatron looking so uncharacteristically relaxed. The warlord had never looked so well shagged in Soundwave's memory cache. Ravage had reported that he and Starscream had stumbled in this morning smelling strongly of transfluid, femme, and a lot of overloads.

The Air Comander had been humming in the commissary earlier. It was either a sign of the Apocalypse, or Starscream had been fully satiated for once. Probably by a certain overly pacifistic but (according to his spies' reports) utterly voracious shuttle.

The Coneheads had been so alarmed by their commander's behavior that they had quietly fled the room. Unfortunately for said mechs' peace of mind they had encountered a smiling Megatron in the hallway. And his face-plates didn't even crack!

The quiet panic among the troops had been highly amusing. Soundwave made sure to get plenty of footage. He wished he could bottle the effect. Besides the sheer entertainment value, having two of the most volatile personalities on the Nemesis walking around in a happy post-coital glow was extremely good for the general atmosphere. Like a morale booster-shot, with nutritious trace elements of sex cyber-pheromones.

Megatron had summoned Soundwave into one of the seldom-used conference rooms for a cube of energon and an "informal discussion." He had then proceeded to grill him on his knowledge of female Autobots.

"Soundwave." Megatron said. He didn't waste time with pleasantries, even when mellowed out by the remnants of a happy post-orgasmic haze. "I need to know about femme habits, their maintenance requirements, and what they did on Cybertron before the war. Shockwave has been locating records, but they are scarce. I know you and your symbiotes maintained communication satellites once, and I want to know what intelligence you can provide."

It was fortunate that the telepath had been doing research on femme culture and systems ever since the Autobots' Change. This had mostly involved a lot of spying on the other faction and sending his casseticons to hack into some of the peripheral databases in the Ark. Apparently one of Blaster's cassestes had been female even before the change, and there were enough female Autobots that they had general information on their systems in a minimum-security console in the med bay.

Besides, Megatron thought he was asking about femmes, but he was really asking about Autobots. Well, Autobots who now had femme hardware and software installed, which was not precisely the same thing. Soundwave did his best to both inform his leader, and plant a few more suggestions about how to handle the opposing faction. He took pains to remind Megatron that simply chaining an Autobot to his berth would result in a miserable, and therefore infertile femme, no matter how many overloads she had there. Besides, even if the femme in question (he carefully did not say the Prime's name) sparked, who would build the protoform? Who would do the required upgrades? There was no-bot in the entire Decepticon army with that skill set.

That aside, there were only a double handful of Decepticons that he would trust unsupervised around new-sparks, and two of them were Soundwave himself and Ravage. To his surprise, Megatron seemed to have already thought of some of the points himself.

It was most unexpected. Not so long ago, Soundwave would have said that Megatron cared far more about personally defeating Optimus Prime than he did about Cybertron or even the survival of their species. Perhaps he had misjudged his leader. Or perhaps his rivalry with Prime had been more of a hobby than an actual goal…and now his focus had changed.

Soundwave considered it his duty as a Cybertronian to do his best to steer his leader in a productive direction regarding the future of their species. Preferably a direction which also lead to Soundwave sharing quarters with a couple of the Prime's higher ranking officers.


	13. Intermission

**Feminine Troubles: Intermission**

_Thanks for the reviews! Glad to know people are enjoying this fic, and it makes me a happy camper when people tell me what they think._

_Just a short thing here, will return you all to your regular length chapters soon. Right now, I'm trying to get the many issues with the next chapter of Wolf by the Ears ironed out, and Bee, Sari and Bulkhead aren't working with me…_

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><p>The two Autobots circled each other warily, their optics intent on one another's' movements. They were both fierce, competent warriors and everyone in their audience had encountered them on a battlefield at one time or another.<p>

The yellow one feinted, and followed up with a swift slicing strike with one of her blades at the larger red warrior. The red bot neatly avoided the strike and retaliated with a closed-servo blow that would have sent the lithe, sun colored Autobot sprawling if it had connected. She had avoided it with expert skill, knowing that an opening like a failed attack would invite retaliation from her opponent. The gounders both moved with smooth power, their movements precise and controlled.

The large red warrior had a servo in training the younger femme, and it showed in their ability to predict each other's movements. They swirled around one another with lethal grace, their fluid motions and blurring speed belying the massive weight of their metallic bodies.

The audience ooohed as the yellow Autobot landed a strike on her larger opponent.

The bucket of energon crisps was passed from clawed hand to clawed hand as dozens of scarlet optics stayed glued to the screen in front of them. The red Autobot had gotten hold of her smaller opponent in the opening after a missed strike. Now she was in the process of solidifying her advantage, denying the yellow warrior the advantage of her superior speed. The yellow femme's wheels squealed on the packed dirt of the ring, smoke rising from beneath the extruded polymers that mimicked Terrestrial rubber.

A small cheer arose from the audience when it looked like the match would devolve into wrestling.

The yellow Autobot was being irresistibly folded into an inescapable joint lock by her larger foe, and seemed to be unable to free herself, despite her struggles. Then the tables were turned as she executed an impossible-looking coiling escape, her glossy finish squealing against the other warrior's armor.

A watching seeker winced, given the way this particular Autobot tended to react when her meticulously maintained paint job was blemished. On the other hand, he could bring polishing cloths to their next rendezvous...which could very well lead to a different kind of entertainment.

The red femme said something that was probably a taunt, and the yellow one went for a slashing strike at her knee joint. The larger femme intercepted with a powerful block, jolting her opponent from helm to stabilizers. The follow-up blow sent the yellow Autobot sprawling, and the big femme was on her before she could recover. She mimed a follow-up blow that would have been crippling if it had landed, and the match ended.

The audience groaned in disappointment.

"Pit, I wish we could get audio of this." Said one.

"Yeah, but just getting to see it is pretty damn sweet." Answered another. "Laserbeak totally rocks."

"For once I agree with you perverts." Blitzwing rumbled. "I could watch this stuff all day. It's even tactically useful."

"Frag tactics." Said Skywarp. "It is smoking hot, and even an old rust-bucket like you should be willing to admit it. I mean, look at em, all curvy and glossy and deadly. I'm never going to look at combat with Ironhide the same way again, after seeing that. "

"Hah." Blitwing said. "She'd crush you like a tin can, Seeker. "And then your little girlfriend would have to go shopping for a new frag toy."

Skywarp looked the triple changer up and down. "Whatever. I suppose you'd be happy to grapple with the walking cannon, if she'd let you. 'Course, she'd shoot you down in a sparkbeat if she saw you coming."

Unfortunately it was true, but it wasn't like Blitzwing was going to admit it.

"Dose the psycho Lamborghini ever let you be on top, Warp?" He sneered. "I bet she makes you wear a collar and muzzle when she frags you. Femme like that, she can do better than some flightly little birdie that can't cut it in hand-to hand."

"Yeah, but I'm the one she picked, not you, Blitzy." The seeker smirked. "Jealous, much?"

The two Decepticons were on the verge of coming to blows, when Rumble piped up. "Hey! It looks like Mirage and Cliffjumper are going to fight! Outta the way! I have GOT to see this!"

The audience settled down, and the rust crisps were passed once more. It was only a matter of time before one of the Autobots discovered the camera, after all, and then they wouldn't get to see the femmes sparring again for ages. Plus, the adorably badass little mini and the awesomely hot spy trying to kick each others' skid plates was way better entertainment than watching a couple of other mechs fight. The only thing better would be if the Autobots' sparring match dissolved into uh, other activities.


	14. Chapter 13 Collision

Feminine Troubles Chapter 13: Collision

_Nothing belongs to me, Transformers belongs to Hasbro/Takara. Adult content, slash of all kinds, sticky, continuity soup, do not read if underage. In other words, yada yada yada. Hopefully I'll still have power tomorrow. I'm hoping to get some writing done._

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><p>There was atmospheric turbulence, of course, a lot of it. If Cosmos hadn't been so very, very eager to get back to base and see some other bots for a change, she would probably have just gone around, but she figured that if she was careful, and approached the situation with the same humility as she would any dangerous asteroid field or radiation flares, she would be fine…<p>

But apparently the seeker from before wouldn't.

Her tanks roiled in anxiety as she watched him struggle on her mid-range sensors. He had approached it badly, had overcompensated, and now it looked like he had…encountered a flock of flying organics? Cosmos winced inwardly, for both the organics and the seeker.

Oooh, that flight path was not looking good.

She winced inwardly as one of the Seeker's engine failed completely, trailing a cloud of dark smoke. Well, frag.

The beautiful golden seeker was literally going down in flames, and there was nothing Cosmos could do but watch. She dithered for a few moments. It was unbecoming of an Autobot, and totally unbecoming of an experienced space mech (femme, whatever) but she wasn't sure it was at al wise to follow the seeker down.

On the one hand, ancient protocols among her kind required that she lend all possible aid to a flier in such distress. On the other hand, well, insane radioactive Decepticon.

Fraggit.

* * *

><p>Blitzwing hadn't expected to meet the youngling Autobot fliers so unexpectedly. He dodged a couple of lasers easily, and raked them with return fire. The enemy jets scattered like startled birds.<p>

Their technique had improved, he noted. Not nearly enough to go one-on-one with the Decepticon seekers, but certainly enough that he didn't much want to tangle with all five of them at once. He was a lot less maneuverable, given his shuttle frame. He dove towards the one closest to him, transforming in mid-air. The maneuver was a difficult one, and could easily be fatal for an inexperienced flier.

He grabbed the femme jet, and the two of them went tumbling through the atmosphere, heading towards the distant ground with an uncontrolled spin. His arms closed around the red and white jet, crumpling armor as his claws dug for purchase.

He activates his thrusters, far less balanced in mech form than he was as a shuttle, and managed to turn their uncontrolled plummet into s sort of sideways drift.

Blitzwing opened comms to the young jet's comrades.

_I don't need trouble, Autobots. Let me fly outa here and I'll let your sister go without so much as another scratch once we're out of your range. _The earth plane in his arms tried to twist away in a manner that a jet wasn't actually capable of, and he dug his claws in a little harder as a reprimand.

They slowed, and his antigravs compensated for his burden. The jet in his arms was being a good youngling, and all he had to do was get farther from the others, and they would be focused on her and any injuries the nasty Decepticon Triple Changer had done to her while he made a getaway.

That was…weird. He felt strangely hot under his plating, far more than the brief combat should have caused, and up here in the thin atmosphere, the young jet's scent seemed peculiar…and really…good.

Oh.

Blitzwing had misjudged his comrades. Oh, sure, he had been looking down on them for being a bunch of interfacing obsessed idiots with interfacing arrays for processors, but now he was doing it too.

Ugh.

There, they were far enough away, and he could ditch the little enemy jet (who was much, much too young for him to be sniffing after like he was a…whatever sniffs after an Autobot in heat.

Blitzwing bent a wing flap out of alignment, enough so that it would interfere with the other jet's steering and maneuverability. It wasn't much of a plan, but he figured it would keep the femme from making any more trouble, and the other Aerialbots would have to rescue their wing-mate instead of going after him.

The jet cried out, and this time he let go.

"Uh, sorry kid." He said. "Your gestalt mates will be here to help you in a bit, and I'm just going to get the frag outta here before they arrive. No hard feelings, right?"

As he made a (very) fast strategic withdrawal, Blitzwing shuddered. He was very much afraid that close enemy contact was going to turn him into as big a perv as his comrades. He figured that he could at least be a little classier about it than most of them. He sure wasn't going to go mooning after a bunch of new sparks who didn't even have the paint behind their audios dry yet, though.

He liked a femme with experience, after all.

* * *

><p>Hound and Mirage eyed the black and white Decepticon warily. There were two of them, and they could probably take Barricade on if he was alone, but the situation was…awkward.<p>

They had been on a scenic drive not too distant from the base when Hound had smelled something that she liked. It was a subtle, spicy metallic scent that she had never encountered before. Actually, it was kind of like the way the rec room used to smell after a party, only good.

Intrigued, Hound had convinced Mirage, who couldn't catch the scent, at least at the time, to investigate. As they had neared the source, Mirage had been able to detect it too. Like her lover, she found it extremely alluring. Unfortunately, the source turned out to be none other than Barricade, who was spending some quality alone time with his unsheathed interfacing unit. From the look of things, the cruiser had been at it for a while, too.

Hound, intent on finding the source of the smell, had driven straight into the clearing. Seeing the Decepticon scout, she stopped with enough suddenness to find herself in a fender-bender with the blue and white car-former following her. Fortunately neither of them were going fast enough to actually cause dents, but Mirage let out a startled (and not particularly genteel) curse and transformed, followed immediately by Hound.

Four red eyes in an angular black and white face stared at them, defiant and more than a little embarrassed. Barricade had been trying to overload for what seemed like ages, but whenever he got close, it seemed that he was interrupted by the grating and decidedly unsexy voices of his comrades over his comms. His taloned hand had frozen on his spike when two beautiful femmes stumbled into his secluded glade.

Horrified, he wondered if anyone would actually mind if he offlined himself right here. Perhaps Primus would be merciful and the ground would open up and swallow him. Bad enough that his enemies had come on him totally unaware, but it being two femmes he was pretty sure were together and regularly experiencing all the delights that implied was just the limit.

The hot, blue and white towers noble was staring at his sprawled form and erect spike with shock. The more rugged, but also hot green scout was starting to grin.

Barricade decided to go with bluster. "Look, I don't know how you knew I was here, but if you're going to kill me, could you at least give me a click to get my panel closed so I can die with some dignity?"

Hound's grin widened. It was unlike her to take pleasure in another's discomfort, but the other scout was just so cute. And hot. She commed Mirage. _"Are you pondering what I'm pondering, Raj?" _

"_Does it involve pouncing on the poor frustrated Decepticon and doing our part to improve inter-factional relations?"_ the ex-noble's tone was wry, but not disapproving_. "Because I would definitely be willing to file that under helping the needy. The very, very needy. He really does smell great. And obviously needs a helping servo. Or something."_

Mirage had been in the Decepticon base, scouting invisibly enough times to know that the enemy had a very un-Autobot approach to intimacy. She had never seen Barricade with anyone, even in one of their dominance-struggles-which-lead-to-interfacing.

Honestly, there was something more than a little sad that any transformer would be out here, alone and near enemy territory, simply because he didn't have a close enough trusted friend to be with, or privacy within the safety of his base. Cybertonians were not like their organic neighbors, who tended to place a lot of cultural restrictions on interfacing. They interfaced casually with friends of either gender all the time, or at least Autobots did.

Mirage had been in the Decepticon base, scouting invisibly enough times to know that the enemy had a very un-Autobot approach to intimacy. She had always rather pitied them for the lack of emotional closeness among them. The war was bad enough without having anybot to confide in. The almost ritualized dominance and submission that the opposing faction tended to indulge in as part of their pecking order looked like it could be quite enjoyable as a way to spice up interfacing, but not at the expense of actual relationships.

They always seemed so alone, unable to trust one another, even during their most intimate moments. The ex-noble had never actually seen Barricade with anyone, even in one of their dominance-struggles-which-lead-to-interfacing. For all she knew, he might have been secretly shagging the Constructicons or something, but she somehow doubted it. It seemed like an almost criminal waste of an attractive, competent scout.

Once upon a time, Mirage had known beautiful, cultured bots who were expensive professional courtesans. They were also poets, musicians, and philosophers. Sometimes they were also councilors and tutors in politics or protocol. She attempted to channel one of those regal, confidant beings now. She approached Barricade in a swaying, seductive saunter that she had observed during her youthful crush on a femme courtesan named Starsong.

The decepticon stared at her, a wild, wary creature who expected violence and had been caught in a compromising and vulnerable position.

"Kill you? Why would we want to do that?" She purred. "What kind of Autobots do you think we are? Besides, that would be a terrible waste. I can think of much, much better things to do with you. Your cyber pheromones drew us here. I can't believe I never noticed a delectable scent like that before." Mirage kept advancing on the dark mech, who looked like he couldn't decide whether to run, fight, or roll over on his back and beg the femmes to run their servos over his aching length.

Hound piped up, "it probably didn't smell the same to us when we were still mechs, Raj." She was still grinning. "Femmes have different olfactory calibrations."

"Look," Barricade growled. "Is this some kind of sadistic Autobot game, or are you seri-oooh." Mirage, moving with a spy's graceful speed, had firmly removed the cruiser's clawed hands from in front of his groin, and wrapped her own servo around his spike. She expertly stroked in a spiraling upward movement that had the poor, neglected 'Con arching into her servos.

Hound, who had been alternately sweeping their surroundings for danger and enjoying her friend's femme fatale routine, gently reached out and turned Barricade's face towards her. "Autobots never play sadistic games, just enjoyable ones." She said, then kissed him.

Barricade stiffened in surprise for a moment, then snarled softly. "I'm not a toy, Autobitch."

The next thing Hound knew, her oral plating was being thoroughly ravished by the sharp mouth of the Decepticon. His arms came around her body and neck, holding her close. Barricade gave another purring growl as Mirage enveloped his spike in her hot, soft mouth and began an agonizingly slow up and down rhythm.

He grabbed one of Hound's thighs and pulled her leg over his body to straddle him. Then he seized her softly rounded hips and pulled them towards his faceplate. The Decepticon lapped urgently against her anterior valve cover, while his other hand stroked hard against the posterior cover. Naturally she allowed both to open under his enthusiastic ministrations.

Mirage couldn't grin at the sight of the Decepticon's fingers, their claws firmly retracted, delving into her friend's well -lubricated posterior port. Her mouth was otherwise occupied. To reward Barricade for good behavior, she stroked at his port cover while sucking hard.

Barricade's sudden overload took all three of them by surprise. He had just stroked his glossa around the jeep's anterior valve opening, and begun to push into it, when the combination of the spy's mouth and hands on his interface equipment hurled him into the overload that had been so elusive before.

The sudden energy surge made him thrust up into the racecar's mouth, then transmitted through his glossa to the interior of the port he was exploring with it. His energy field, which had been roiling with built-up charge from his earlier efforts, flared wildly, triggering the femmes' sensors and personal fields. Hound shrieked with pleasured surprise and arched her back-struts into a graceful curve above her new lover.

Mirage's mouth was flooded by energon-laced transfluid and missed the show, but was surprised by the spicy, subtle taste. Aparently olfactory senses weren't the only things that were set differently on femmes. Either Barricade was yummier than any of her comrades, or this was another interesting little change that came from their unexpected gender reassignment.

She supposed it made sense. After all, femmes needed a lot of extra energy to conceive, that was the point of having another port able to receive transfluid. Not that their current activities would result in any possibility of conception, but the ability to take in large amounts of extra energy during interfacing was a critical femme mod.

Mirage caught her friend's body before she collapsed over the mech's face, and eased her to the side. She showily licked her lips and smiled seductively a the interceptor. "That all you got, Decepticon?"

Barricade bared his fangs at her, his angular features set in a fierce, lustful expression. "Pit no, Autobot. I've got way more than that for you. Let your friend take a little break and I'll show you."

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><p><em>(Author's note:) I hope I'm not plagiarizing Decepticon personalities from other writers, but I suspect that some fanon characterizations are inevitably going to creep in. Particularly from the awesome, addictive fics of Antepathy (movie cons) and Dreaming of Everything (Constructicons). I fully realize and admit that I have nothing on those gals when it comes to writing. If I'm being too grabby with other people's characterizations, I totally apologize.<em>

_I wrote some Barricade, then re-wrote it, because I came to the realization that he was dropping the "I"s from his speech, which is the way Anthepathy writes him. I think I caught them all, but I can re-edit if necessary._


	15. Chapter 14 Afters

**Chapter 14: Afters**

I AIENT DEAD. _Just kind of fried. Nothing belongs to me, if you're not old enough to read this story then don't, etc. etc._

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><p>Skyfire had <em>finally <em>gotten a chance to talk to her leader, the Noble and Beautiful Prime. Ugh. Now she was thinking in bad romance downloads. As a young and socially awkward mech, she had loved the things, and had read them voraciously. Even as a youngling, she had known that most of the stuff in there was ridiculous, but now she was kind of living a sub-plot of one, and she really wasn't sure how she felt about it.

After all, she was apparently cast in the role of a supporting character who had a star (ha) crossed love of another faction. Not only that but she had been ravished by the Evil Warlord in a graphic and titillating fashion. Of course, in one of the stories, the villain would have cruelly rejected her the next morning, instead of her fragging him offline and sneaking away, but it was close enough.

In the (sort of) historical novels, it had usually been the ancient city-states of Cyberton. The various wars and intrigues between them made for good stories, and lots of opportunities for purple prose. That was only because all of those files had been written before the War broke out, of course. Someday, if they didn't drive themselves to extinction first, the Autobots and Decepticons would probably serve as the backdrop for bad plating ripper novels too.

She could only hope from the bottom of her spark that this was one of the stories where the dark but intriguing anti-hero gets redeemed by Love and not one of the arty ones where the entire cast ended up cold and grey while symbolic ice crystals fell from the sky onto their beautiful (but dead) face plates.

She settled her gyros and stepped through Optimus's door.

"Prime?" Skyfire queried softly. She took in the tense lines of her leader's frame, could practically feel the air sizzle around the other femme. Perhaps this wasn't a good time…No. She was a pacifist, not a wuss.

"I…must speak to you, my Prime." She said.

"Of course, what is it Skyfire? The imposing femme asked, her voice filled with its usual resonant compassion. Skyfire suppressed a shiver. Damn, she had just had a marathon fragging session with two Very Impressive mechs. She should not be wanting to lave her commanding officer's plating with her glossa. Even if she was currently living up to the horny reputation of fliers.

Despite her (blindingly) obvious tension, Optimus looked concerned. "Are you well, my friend? Your paint is abraded, and you have, uh, marks on your wings. Did…did things not go well with your visit?" Even though the Prime was fully aware that she had left the base to find and frag Starscream, she was still officially uninformed of it.

A laugh manifested in Skyfire's vocalizer without her prior permission. "I am more than fine, I assure you, my Prime." She purred. In fact the delicious ache in her systems made her want to head straight back for another helping of Decepticon attentions. She shook herself mentally. Must not be slutty flier stereotype in front of the commander.

Said commander only looked more concerned. "Please, sit. Shall I get us some energon, and you can tell me what happened?" Optimus asked.

Syfire took the slightly too-small seat and vented hard. Perhaps this called for the direct approach. "Well, sir, the thing is… I was fragging Starscream when Megatron showed up and decided to show us both that he actually lives up to his name and it turns out he's really, really good with his glossa and his spike is amazing and slag that is some stamina and he smelled you on my plating and it really really really turned him on and I think he's subconsciously trying to present himself as a candidate for Lord High Protector."

Prime stared at her incredulously. Well, at least she had touched on all the salient points. Only she accomplished it by doing a bad impression of Bluestreak.

"You…Megatron…and Starscream at the same time." Optimus sputtered. Her fans came on. "Uh, are you…all right?

Skyfire go a hold of herself. "Yes Prime, Megatron scared me a bit when he showed up, but he didn't do anything to harm me. I feel wonderful. A little sore, but in the most delicious way…"

"Ah." Said Optimus. "That's…good. Wait, what do you mean he could _smell _me on you?"

"You do smell very nice, Prime." Skyfire ventured.

Suddenly, Skyfire found herself the focus of a pair of hot, intense blue optics, locked on her with almost unsettling intensity. "Skyfire," Optimus Prime said. "I need you to explain to me what you mean, about Megatron presenting himself as a possible Lord High Protector." One of her servos strayed to her chest plates, directly above the Matrix of Leadership.

"Also," she murmured, "tell me how he was. I would like a…detailed report."

* * *

><p>Hound, Mirage and Barricade had had a very pleasurable evening. The three of them lay in a comfortable tangle of metallic limbs, too content to move. Hound was currently stroking the sensuous curves of Mirage's back strut, and Barricade was on her other side, propped up on one arm, watching. He looked a lot more relaxed than he had earlier, as was only reasonable after the number of overloads he had had in the last few hours.<p>

"Do you think this makes me a traitor to the Decepticons?" The scout asked, his four scarlet optics worried.

Mirage cracked open a blue optic to peer at the enemy scout. "If it does, you're in the company of most of your command staff and at _least_ half of the Seekers. "I'm pretty sure that your officers basically have a 'don't ask don't tell' policy in place where fraternization with Autobots is concerned. Though if you need some blackmail material to keep them off you back, I've got plenty on Screamer."

The mech grinned. "Seriously? That explains a lot, actually. He's been almost pleasant the last few weeks. I shoulda known he was getting some. It's that shuttle, right?

"Mmmm hmmm." Mirage agreed with a slight engine rumble. "Skyfire has been putting him through his paces. I guess it's true what they say; it's always the quiet ones." She nuzzled Hound's chest plating playfully. "Thank Primus."

Hound dropped a kiss on her lover's helm. "I don't know, the poetic aristocratic types can be pretty frisky, too."

"So…do the two of you come to these woods often?" Asked Barricade as innocently as a Decepticon could (which was not very, in case anyone was wondering).

The Autobots shared a glance. "Hound and I do have a couple of favorite spots near here. We should show you one of them, in case you ever need some…private time for equipment maintenance again." Murmured Mirage. "In the name of interfactional understanding, of course."

Barricade grinned at his new lovers. Existence was good.

* * *

><p>Elita One, the commander of the Autobot forces on Cybertron was having a staff meeting.<p>

There wasn't all that much of a staff, all things considered, but those few of her troops in this sector who were currently active and not on perimeter or monitors or shut down in stasis pods due to energon deprivation were present.

She sighed inwardly, seeing how few they were. Cybertron had once been a thriving planet with billions of sentients. Now it was a deserted wasteland, starved of energy and depopulated by war, starvation and attrition. The Allspark was gone, and the planet was depleted of energy and resources. The war had gone on for nearly four thousand planetary rotations, and had gone from a rebellion against the calcified caste system and corrupt government to a monster that ate all of Cybertron's children.

At least now she knew that there was a glimmer of hope. Their Prime and his crew lived. They had been thought lost in a battle with Megatron, and the only comfort was that they had taken Megatron and a substantial number of his command staff with them.

Elita had done her best to rally the surviving Autobots on Cybertron to continue the fight. Most Cybertronians were gone now; dead or left in search of energon or safety. There were several known colonies that granted haven to Autobot and Neutral survivors, but they existed in permanent tension with the Decepticon forces that were stationed on other worlds or on satellites and moons.

Ultra Magnus, her longtime friend and respected colleague was one of those mechs, the commander of the remaining Autobot fleet. He had left years ago, taking most of the Autobots with heavy energon requirements with him. Large mechs like Magnus needed a lot of fuel, and couldn't function on the small amounts of energy that could be gleaned from the weak light of Cybertron's dwarf star.

Elita and her femmes remained. They were smaller and more fuel efficient. They were also better suited to stealth than the larger, bulkier models like Optimus or Ultra. That wasn't to say they were the only transformers left on Cybertron, of course. There were other Autobots and even some remaining neutrals in power-saving stasis as well. The stasis-locked Autobots were all female now, and Elita wanted her medics' opinion on waking a few of them up.

Currently on Cybertron there were a small number of active Decepticons awake and many more in stasis, along with samples of Cybertron's other mechanical species. Fortunately Shockwave was enough of a true scientist to want to preserve those.

Elita and Shockwave had a highly unofficial understanding that neither one of them would attack those sleeping bots or the cyberbiological reserves. If Cybertron was ever to be at all restored, unlikely though that seemed sometimes, they would need them to have any hope of success.

In truth, the Decepticon Guardian and the Autobot commander had been unofficially at truce for years prior to Prime and Megatron's miraculous return from the dead. Neither she nor Shockwave had the energy to spare, literally. Besides, the mech was nearly insane from isolation. Poor fragger. He should have kept a nearby mech awake to talk to, at least. Cybertronians were a social species, and they did not handle isolation well. Elita's intelligence suggested that Shockwave's experiments had turned more and more to building new bots, supposedly to create soldiers with war-worthy powers. The Rainmakers were a win as far as that went, but probably did not provide Shockwave with a lot of companionship.

Lately the cycloptic guardian had been getting energon imported from Earth over the Space Bridge, and Elita and her people had taken the opportunity to liberate some of it.

Her CMO, Torchweld was giving her an update on the status of the now female Autobots in stasis. "I'm mostly concerned about how they're going to take it. It's a psychologically risky thing to revive any of our comrades until we know the circumstances behind their change. They're going to want answers when they wake up and find some very important hardware missing."

Elita nodded. "Agreed. The energon supply is far from secured, in any case. We need to establish contact with Earth."

* * *

><p>Thundercracker had decided that the Great Autobot Gender Change was incontrovertible proof that Primus loved them and wanted them to be happy. There head been many long years where he didn't' believe that at all, but his Deity had made up for all that by sending a couple of psychotic, evisceration-happy Autobot frontliners to seduce him and his trine-mate until their processors melted.<p>

There was just one liiiiitle snag in his happy state of near permanent afterglow. And that snag had a raspy voice and a planet sized ego.

The blue Seeker knew that he and Warp were going to have to come clean to their Air Commander and trine leader sooner rather than later, but he was not relishing the screeching, and possibly shooting, with probably a side of clawing and possibly even some military discipline that was sure to ensue.

His purple and black Trine mate was still deep in the Land of Denial, but Thundercracker had always been the practical one. He needed to come up with a good way to break the news to Starscream. Maybe he could convince Sunstreaker and Sideswipe to bring Skyfire to their next rendezvous, and they could do the traditional Seeker thing and have an orgy. That usually solved a lot of problems caused by flier group dynamics, after all.

He began to mentally rehearse his pitch to the twins. They'd probably need some convincing, if only to be persuaded that they shouldn't gag Starscream while fragging him. He was a handsome mech, but even his own trine could admit that the voice was pretty unfortunate…

Operation Introduce Wing Leader to Girlfriends was definitely going to require some prep time.

Cosmos sent an encrypted message to base, screwed up her courage, and approached the downed Seeker.

He was hot in more ways than one; his plating was still giving off excess heat from atmospheric friction, and her sensors informed her that he was also throwing off a not-inconsiderable amount of radiation.

At first she thought he might be unconscious, but shelved that idea when he hissed blearily at her. His optics were more than a little unfocused. As she neared, her olfactory sensors picked up the unfortunate bouquet of ruined engine components, scorched plating and burnt feathers. Those poor organic fliers. They hadn't been at all prepared for an alien jet to appear and ruin his turbines on their bodies.

The formidable talons on his servos flexed, and she once again wondered if this was wise.

"Um." She said. "It's part of the Cybertronian space-farer's code to help any mech who runs afoul (part of her processor giggled inappropriately) of alien life forms. So if you wouldn't mind refraining from killing, maiming or capturing me, I'd be happy to render my assistance. It looks like you could use some field patches."

The Seeker's optics successfully focused on her at last, and that handsome face went from snarling to looking like a sparkling who had just been offered a carbon crème. "Primus has given me the ability to subdue my powers for a short time, pretty Autobot. I will not harm you for helping me."

Cosmos prided herself on not having more plating than wit. She needed a better guarantee than that. His radiation was the least of her worries, heavily shielded as she was. Those claws could probably penetrate even her reinforced plating though.

"Swear to me on your honor as a servant of Primus that you will not attempt to harm or capture me and it would be my pleasure to assist you." She said.


	16. Chapter 15 Makeshift

Feminine Troubles 15 Makeshift

_I'm not quite sure where Stopgap came from, other than me wondering who the femme contingent's version of Wheeljack might be. She's heavily inspired by Florence Ambrose from the excellent Webcomic Freefall. Only she's a Cybertronian instead of a genetically engineered super intelligent wolf, of course. _

_Femme! Cosmos, and the female Autobots in general have spawned some AMAZING fanart. I squeed loudly._

* * *

><p>Torchweld and Stopgap, one of the femme contingent's few engineers, were consulting on the problem of contacting their Prime. Truthfully, the Cybertronian based Autobots were short on energon and engineers both. They were a small group, and were heavily geared towards intelligence, infiltration and sabotage.<p>

Stopgap was, by her own admission, more of a technician than a scientist. She had her position by dint of being absolutely brilliant at making working components and useful machinery out of pieces of slag and scraps of other objects.

The gray and dusky lavender femme sighed, dusting her servos on a well- worn piece of nanofiber cloth.

"Honestly, 'Weld, we do not have the stuff to make a mini-bridge. We need a whole lotta parts, a bunch of energy, and a ton of superconductor. None of which we have."

"None of which we have the resources to make from scratch, either." Torchweld said with a sigh.

"Well, ya know there's one place we could get the stuff." The engineer answered.

"Humph. Elita is going to love that. She's the one who has to play Nexus with Shockwave and make polite conversation to distract him while we do a raid."

"Look on the bright side. At least that's _all_ she has to do to distract him. Though at this point, I'd be willing to take old one-eye for a spin. It's been a long time since I had me a little action of the mech kind. Shame he likes the classy charismatic type, instead of the plain but crafty sort of femme."

"Stopgap! Leader of the Cybertronian Decepticons!"

"Oh, don't be a prude, Weld. I want a roll in the solar-collector fields, not a relationship. Don't tell me you've never coveted Decepticon equipment."

The medic's silence was telling.

* * *

><p>Sunstorm was terrified. He was afraid to move, and scare his adorable rescuer away. He was also afraid of losing control of his radiation output, and hurting or killing the little space farer.<p>

She was currently elbow deep in one of his engines, picking out bits of organic matter that made him wince in mortified disgust. The pretty Autobot femme must think him an inept fool, unable to manage a simple atmospheric reentry. Besides which, the semi-carbonized, feathery remains were awful, sticky and unpleasant to the olfactory sensor.

He didn't know much about femmes, but he was pretty sure that this wasn't the recommended way to meet one, especially one he would like to know better. She was so pretty, and tiny, not to mention compassionate towards an enemy mech. Why, she hadn't even made any nasty comments about his mishap or his current state, which is what any of his fellow seekers would do.

He privately cursed himself for promising not to abduct the sweet little Autobot. What in Pit had he been thinking, forgetting to put a time limit on an oath like that? It would be much easier if they met under other conditions, where he could fly and display properly and show off his wings and engines like a proper Seeker. It would be nice to scoop her up and preen her a bit, maybe get to polish those curves and listen to that powerful space-going engine purr. Now he was going to have to actually get her permission if he wanted to do those things, and that could be difficult. He probably didn't have a very good reputation among the enemy faction. In the mean time, there were some things he very much wanted…

"What is your designation, little Autobot?" He blurted.

She turned her big, blue optics to him, looking surprised. "My name is Cosmos." She said.

"I'm Sunstorm." He said, trying not to sound breathless. Must forbear from making any further gaffes in front of the cute, obviously compassionate little femme. "A…are you in any discomfort from my radioactive field?"

The little flier looked surprised. "Of course not. My radiation shielding was made to withstand thousands of cycles in space, with no atmosphere to protect me from cosmic radiation or solar winds. You would have to be really trying to penetrate it with your fields."

He stared at the beautiful little bot, and he was only mostly sure that the strains of Anvil's Third Symphony, (the one in praise of Primus's subtle glory) were playing in his imagination.

Obviously, this was meant to be.

* * *

><p>Skyfire stumbled out of Optimus's office, happy but tired. She was glad to have been able to deliver good news to her leader. She was also glad that the Prime hadn't been angry with her for fragging her suitor.<p>

Mostly though, she was really happy to have finally gotten to tap the Prime's _magnificent_ aft. Good thing she was a flier though, or she wouldn't be able to make it back to her quarters. She had the presence of mind to text the other science staff, telling them that her meeting with Optimus had gone uh, long, and that she would make up her shift time at a later date. Thank goodness she didn't generally have to do patrols.

"Skyfire! Are you all right?" Bumblebee asked, concern written on her face-plates. Skyfire smiled woozily down at the adorable, itty bitty yellow femme, and just barely stopped herself from scooping her up and cuddling her.

"I had a really long, but really good couple of days, Bumblebee." She answered.

"That's good to hear, but oh! You've got marks all over your wings, and your paint is scraped, and…oh." The little scout said. "You went off to meet with Starscream! And you just left Prime's office!" She smiled in a charmingly naughty way. "Did you get to frag Optimus? I bet she's amazing."

Skyfire grinned at the sunny little bot. "I can in fact report that all rumors of Optimus's amazing-ness are entirely accurate."

"Bumblebee?"

"Yeah, Sky?"

"Do you ever think the Autobots and the Decepticons might make peace?"

The diminutive femme looked solemn. "I believe they could, but it would take a real change of attitude from the hard-liners. Bots like Optimus or Prowl or even Soundwave or Thundercracker or the Constructicons…They'd hang up their cannons in a nano click if they could. The problem is Megatron, and Starscream, and on our side bots like Ironhide and Red and the twins. "They hate the other faction, or they fear them. And they like to fight. It would take something really fragging different to ever make them give up war."

Bee looked up at the white and red shuttle, a hint of darkness in her expression. "You're lucky, you know. You missed the whole war, and you remember things the way they used to be. The rest of us, we're soldiers now, no matter what we started out as."

Skyfire nodded. "You may be right. For all that it was a terrible shock, waking to this strange new world, at least I wasn't there to see our civilization crumble. But you know, there have been some really major changes, and not all of them are immediately obvious. There's not that many things that can top a breeding Prime when it comes to motivational force."

"Breeding? What do you mean? The Allspark is gone."

Skyfire grinned conspiratorially at the little yellow scout. "I have some Golden Age novels that you really must read. The plot lines are kind of silly, but they do depict historical people and events fairly well."

* * *

><p>Soundwave attempted to not loom over the Autobot Second in Command. The brilliant, golden afternoon light gleamed off the femme's elegantly monochromatic armor, lovingly highlighting her magnificent curves. He wanted to present himself as a dependable, logical, reasonable choice for a potential mate and sparkling sire, not as a hulking Decepticon threat.<p>

He had waited for a time when Jazz was away from the Autobot base on a mission. She had been gone from her mate's side for several days, on a goodwill trip to the US Pentagon for her Prime.

This meant, of course, that the head of Autobot Opps was thousands of miles away. Leaving Prowl with a cold, empty berth and without her deadly companion.

Truthfully, Prowl was more Soundwave's opposite number than Jazz. Reserved, logical, seemingly more cold than passionate. Each of them had a more flamboyant co-commander, though Soundwave certainly did not have the kind of close relationship with Starscream that Jazz had with Prowl.

But more importantly, Prowl was not a killing machine with a hair trigger temper where protecting her companions was concerned. She could be reasoned with, even if one happened to be a high-ranking Decepticon. He knew how Jazz had courted her, having watched it with fascinated envy at the time. It involved a lot of persuasion, and also a large amount of weapons-grade teasing. Fortunately, that

happened to be his specialty.


	17. Chapter 16 Developments

Feminine Troubles Ch. 16

Disclaimer: I own nada, except a couple of minor characters on Cybertron, and am merely doing this for laughs. This story is not for young'uns.

_Well, I've stumbled back from vacation in a haze of jet lag, and found a new place to live. Hopefully I'll manage to do some writing in between rounds of packing. Here, have a much belated update!_

_Check out fan art for this fic from Merrypaws and Nagging Fishwife! They're fabuuuu._

* * *

><p>"Greetings, Autobot Prowl." He said, gesturing to the table he had prepared, two cubes of good midgrade waiting on it. The high, curving windows of the old brick warehouse let in plenty of afternoon light, making the place seem bright and cozy. It was empty, but clean, mostly due to the efforts of Rumble and Frenzy, who had been on punishment detail after gluing a "frag me" sign onto Starscream's aft.<p>

"Soundwave: very glad you have come."

The tactician tilted her head at him, her gaze cool and assessing. "You indicated that you wished to discuss a possible end to hostilities between our factions."

"Affirmative. Peace Desired. Autobot change a sign from Primus. Also, tired of conflict. Other ways, now a possibility." He gestured towards his little peace offering, giving a mental command to a nearby machine, which started playing soft music, a simple, ancient piece from long before the so-called Golden Age of Cybertron.

He knew it was one of her favorites.

The black and white tactician nodded, almost to herself. "You think that now there is a chance for an end to the war? Why? Because of our change? The Decepticons were the aggressors in the first place.

"Situation: not so simple."

"True. Many of your grievances were valid. But your oppressors are all dead now. We were civilians once, innocents. But we became warriors. Long before our current change there was that transformation, and unlike our alt forms, it is not so easily altered."

"Understood. Autobots changed to survive, to fight. Decepticons, also capable of change."

Prowl tilted her graceful head, the crimson chevron adorning her helm catching the golden light. Her cool blue optics were intense. A less self-assured mech might have squirmed under that gaze, but Soundwave was used to being glared at by seekers, and he could handle it. "We would require assurances. The Decepticons were well named. You are skilled in deceit, treachery. For all we know, this could be another of Megatron's plans." She said.

"Megatron's plan: currently involves causing Optimus Prime to overload many, many times. Harm, no longer intended"

The black and white femme's lip components quirked in an adorable, skeptical little smile. "And am I to believe that the leader of the Decepticons plans an honorable courtship and an equal partnership with the leader of the Autobots? Conquest and domination have always been Megatron's goal."

"Megatron's aim, still conquest." Soundwave said, then hesitated slightly. He preferred to not criticize his leader most of the time, but in this case he was willing to make an exception.

"Autobot whiles effective on Decepticons. Seekers, willing to be lead by femmes. Prime will naturally dominate in any spark bond. Inevitable." He explained, trying to get his point across. Megatron might think that he would be dominant in a relationship with the Prime, but the reality would be far different.

Optimus Prime was the chosen bearer of the Matrix, and all of Soundwave's research indicated that any Cybertronian, mech or femme, who was even slightly susceptible would fall under such a being's sway. And now that Megatron had realized that he wanted to frag the Prime and have sparklings with her rather than kill her in single combat, he had joined the ranks of those who would fall under the Matrix Bearer's spell.

Optimus was a far better Prime than Sentinel had been, forged over eons of battle but still capable of gentleness and compassion. If it had been Sentinel in this position, Soundwave would have assassinated her before she was able to take control of Megatron's spark.

Prowl's expression was cool and calculating. "And you, Soundwave? What is it that you wish to gain from ending the war and forging an alliance?

"Soundwave, desires family unit. Lovers, offspring. Restoration of homeworld."

Blue optics narrowed. "You want Jazz."

"Jazz and Prowl, integrated unit. Circumstance understood. Soundwave will not attempt to damage relationship." He certainly had not intention of coming between the two femmes, except in the most literal and physical way possible. He suppressed a shiver of longing.

"Autobot Prowl, honored and formidable opponent. Greatly respected. Also, lovely."

The femme's expression was bemused. "Are you saying you wish to court us both?" She asked, her optical guard ridges raised.

"Affirmative." Soundwave answered. He was more than a little nervous at making such a bald admission, and he would not have said such a thing to Jazz, but Prowl was more likely to weigh all the factors before doing something rash. Like rejecting him. Or sliding a laser blade through a gap in his armor and into his processor or spark.

"Interesting." Prowl said. "I see why you wished to speak to me alone. Jazz tends to be…highly skeptical of Decepticon motives."

Well, the TIC of the Autobots wasn't trying to shoot him or frantically calling for rescue at least. Soundwave considered that a positive sign. "Decepticon motives: highly situational." He explained. "Example, Starscream. Prior highest priority, dominance struggle with Megatron."

"Not commanding the Decepticons?" Prowl couldn't help but ask.

"Negative" Soundwave assured her. "Struggle and plotting, enjoyable to both Megatron and Starscream. Integral to personality matrixes. Also, non-standard type of foreplay."

"I…see." Said Prowl. "And what is Starscream's current aim? In your opinion?"

"Suggestion: sit. Partake of energon. Discuss current political situation." Soundwave suggested. It seemed to take eons before Powl nodded thoughtfully, and seated herself at the table he had prepared. Soundwave relaxed. She was going to give him a chance, at least to prove himself a reasonable being. That could lead to him also being granted a chance to demonstrate why he was the most sought-after lover in the Earth-based Decepticon ranks.

The two commanders talked, and verbally sparred, for hours, and when they parted, Prowl had a distinctly thoughtful look on her face plates.

Soundwave didn't know if she had appreciated the music, but he felt that progress had been made.

* * *

><p>Dirge knew it was pathetic, and possibly pointless, but he was staking out a side rout away from the Autobot base anyway. It lead up into the surrounding hills, and was frequented by the smaller and more maneuverable ground-based Autobots.<p>

He had bribed Laserbeak to tell him what Cliffjumper's favorite recreational driving road was, and was now hanging around in an ambush ready spot along it, hoping to have the good luck to spot the little red femme. The granite and quartz boulders that he was crouched behind would provide good camouflage from a driver coming from the Ark.

He heard the distant sound of engines, and tensed, training every sensor he had on the road beneath his vantage point.

He was therefore taken by surprise when the barrel of an oversized weapon was pressed to his helm and a husky feminine voice said: "Well, look what I found. A Seeker, caught off his guard."

There was a positively wicked little smile on Cliffjumper's face-plates as she purred up at him "were you planning something nefarious, Decepticon?"

"If I say yes, will the fearsome Autobot warrior who captured me be willing to punish me again?" He asked hopefully. "I brought appropriately-sized manacles for you to use."

The smile widened. "That's all right." Cliffjumper said. "I have my own."

* * *

><p>Perceptor, Wheeljack, Hoist and Grapple were all in one of the larger labs, along with a scaled-down version of a Decepticon Space Bridge. Skyfire was uncharacteristically napping. After the third time the shuttle had dropped something or hit a wing on a bot or object in the room, Hoist had told her to go recharge before she tripped on something and caused major havoc. After all, having Wheeljack in the room was dangerous enough without adding risk factors.<p>

Perceptor was halfway inside the device to recalibrate some of the navigational matrices when one of those risk factors showed herself.

Namely, Grimlock came in looking for the more convivial of her parental figures. "Mama Wheeljack!" She declared, gigantic fanged jaws parting in a happy grin. Me Grimlock learned new sparring move from her Ironhide! Him Daniel say it cool. Want to see?"

The engineer, showing unusually good self- preservation programming and excellent parenting skills, immediately came to pet her creation's muzzle and praise the young Dinobot.

"Excellent, Grimlock!" Wheeljack said, her vocal indicators flashing brightly. "I am very glad to hear that you and Ironhide are getting along. I have to work now, but maybe you could show me what you learned after duty shift?"

"Yes Mama Wheeljack!" The gigantic Dinosaur boomed. "Me Grimlock happy to show her Wheeljack. Would show her Ratchet, too, but not allowed into med bay when patients are there unless injured." A look of affront crossed that massive face. "Me didn't mean to bash little flying bot with tail that time."

"I know, Grim." Wheeljack said soothingly. "Windcharger wasn't mad after you explained that it was an accident, but Ratchet is right, we shouldn't bother her when she's working. That could result in a mech, I mean femme, being seriously hurt by accident. Now, I'll meet you in the rec room after my shift?"

"Okay, me see you then, Mama." Answered the metallic Tyrannosaur. She turned to leave (to the relief of all present in the equipment filled room) and unfortunately, accident struck. Grimlock's heavy tail jostled a shelving unit, which caused a haphazardly- placed storage container to tumble onto a roll of polymer sheeting, which flipped out of the box it had been stood up in, and crashed onto an outlying piece of the almost- complete machinery, which Perceptor was still half inside of.

Somehow, it activated the bridge.

There was a long-yet instantaneous tank churning moment of weightlessness followed by a sudden tumble from a several meter height out into nothingness, and a sudden slam into unforgiving ground.

Perceptor looked up at the burnt-out, acid rotted ruins surrounding her, and reached down to trail her fingers in the ash beneath her knees. Cybertron's nighttime sky stretched endlessly above her, no city lights to block out sight of the stars above. Directly ahead was a structure she recognized as Shockwave's main headquarters.

"Oh, frag me." She said feelingly.


	18. Chapter 17 Transit

**Chapter 17: Transit**

_Yegads. Life has been really Kicking my ass lately. There's been areal lack of available writing time, but at least my internet is hooked up again. Have some fic. It's a little on the naughty side, so no young'uns. I don't own Transfromers or any of the recognizable characters, yadda yadda yadda. _

_Oh, and there's some dub con in this chapter. Well, kind of. _

* * *

><p>Shockwave had heard the news about the mass Autobot Gender Change, of course. He had actually thought someone was playing a very odd practical joke on him at first. Soundwave had sent him pictures, along with a tersely worded (as always) report, but he had honestly assumed that Rumble and Frenzy had gotten in and hacked it as one of their pranks. After all, it had contained an artistically composed still photo of the Prime and her SIC and TIC with gorgeous alien sunshine making their armor glow. The picture of the three of them looked more like a museum-quality painting of ancient femmes than any kind of intelligence missive.<p>

Now that he thought about it, that had probably been Soundwave's idea of a present for him. The intelligence officer would occasionally send him tokens of appreciation for not being Starscream.

Of course, then one of his seekers had brought him surveillance of the Prime and a handful of his, or rather her, officers with distinctly curvy silhouettes. It had been confirmed by his spy drones. They were tiny mechanisms shaped like a long-extinct species of robotic insect, and were his main source of Intel on the Cybertronian Autobot contingent. A few of them had been able to slip into the cryo-storage units that contained sleeping Autobots and a few neutrals. Anyone with an Autobot symbol had turned into a femme, and all the neutrals (and his own Decepticons) remained unchanged.

He had actually had to sit down; when he finally believed what his optic was telling him. He stared at a surveillance vid showing the delicate, peacefully sleeping features of a young Autobot soldier, deep in stasis behind the dusty resin of a storage unit. He had located this facility some time ago, and had sent his drones to it to check on the stasis bound mechs stored there. They weren't mechs any more, but otherwise nothing had changed. They were so...pretty. Too bad none of his Decepticons had undergone similar transformations.

The whole series of events defied his well-ordered worldview, and also common sense. On the other hand, anything so very obviously done by the hand of Primus could only be an improvement on current circumstances.

Cybertron was a dying world, populated by dead and sleeping mechs, with only a few of their kind awake and engaged in an armed stalemate that had endured for centuries.

He was sure they could at least begin to rebuild, if only their energies were not spent on the endless cycle of sabotage and defense. For a time, he had been sure that the leaders of both factions had perished in battle. He cursed himself for the disloyal thought that without Megatron and Optimus's personal enmity, their species might find peace at last.

Elita One was a rational being, and they both knew that he had far more troops and resources available than she did. Shockwave had been secretly forming plans to broker her contingent's surrender when Megatron had made contact once more. He should be glad, but in a dark, disloyal part of his spark, he was disappointed. He had had plans. He would, of course, have offered reasonable terms, nothing that Elita would feel the need to fight to the death rather than submit to. No enslaving her femmes, or anything barbaric (and counter-productive) like that. His tentative plans had been to require that they disarm, and give them the painstaking but necessary tasks of coaxing his samples of Cybertronian "plant life" such as the Praxian Crystals to grow. From there, they could painstakingly rebuild the planet's destroyed cybereccosystem.

It would have provided them with something important, constructive and non-violent to do, and he could have focused on engineering a reasonable supply of energon for the planet. He had created his seekers as much for the mission of finding energy sources as much as his stated goal of creating super soldiers. That had merely been the rational he presented to his leader.

If his plans had come to fruition, he would have subtly funneled enough energy to the surrendered Autobot femmes that their reproductive hardware would have come online again, ensuring a future for the planet. If necessary, he would have built whole platoons of handsome seekers oozing with charm (He had i_almost/i_ gotten it right with Sunstorm) if that was what it took to convince the pretty warriors to breed for the sake of the future. The word must be peopled, after all, and the Allspark was lost.

Well, and perhaps he had entertained some personal hopes, as well. Word that Optimus Prime was still alive had been somewhat...disappointing.

On the other servo, the Prime was now also a femme. He was not entirely certain what that would mean in terms of Optimus and Elita's personal life. Aside from the obvious fact that some very, very hot things would probably happen. And that he wasn't going to be there to see any of those things.

There were times when Shockwave hated his existence.

* * *

><p>Moonracer was on monitor duty, so she was the one that raised the alarm that there had been a tacheon discharge big enough to be a space bridge. Makeshift had not yet succeeded in creating any kind of a working bridge out of the odds and ends that she had to work with, but her work on a long-range communicator had spawned an impressive collection of measuring instruments capable of detecting the warping of the local space-time fields that signaled a bridge gate opening up.<p>

To everyone's alarm, not only was there an Autobot signal attached to it, but it had formed practically on Shockwave's doorstep.

They didn't wait to find out the details before they formed a rescue team.

Elita might have an understanding with Shockwave, but that didn't mean he wouldn't do some Very Bad Things to some random Autobot who wound up in his custody.

Across the meticulously hidden, ferociously guarded, horrifically booby-trapped, tastefully appointed (given what they had to work with) Autobot base, femmes prepared. They checked power levels, honed plasma blades, and enacted combat protocols. Joints were lubricated, tension wires adjusted, and stealth mods verified.

Chromia checked and double-checked the calibrations on her lovingly maintained canons, fingers lingering over a particular weapon, a courting gift from her partner Ironhide. Almost as an afterthought, she added a brace of EMP grenades to her subspace. A girl couldn't be too careful, after all.

Elita One might have one of the less active commands, but her troops had never grown complacent. Armed, armored and looking for trouble, a femme strike team set out to rescue whichever of their comrades had had the misfortune to land within Shockwave's clutches.

* * *

><p>Cosmos had managed to lull the Seeker into a recharge nap. It had been simple, really. She had hummed while she meticulously picked debris out of his thrusters, until his optics began to slowly dim. She added a soothing engine rumble, like one of her kin would use to soothe a newspark frightened by the vastness of space and the cold darkness. It worked like a charm.<p>

The only issue was that shortly after he had powered down into defrag, the big golden mech had snaked an arm around her waist. Now he was wrapped around her like a human youngling holding one of those stuffed toys. Not exactly flattering, though admittedly his warm, glowing plating did feel nice after so long in the cold darkness of space.

The recharge was good for him; it would let his auto-repair fix him enough to fly. She had other priorities right now. She needed to get to Autobot HQ, and avoid being captured (or distracted) by any other Decepticons. She wistfully gazed at the sleek golden form and the softly glowing armor, and tried to extricate herself from the winged mech's grasp.

Well, this might prove to be an issue. She tried to stand, only to be thwarted by his grip. Then she realized that Sunstorm's loose hold on her got tighter if she tried to edge away. In fact, if she moved, he would just ooze closer, cuddling up to her. She tried to escape the unconscious mech's snuggle death-grip, but whenever she moved, he moved with her, nuzzling his face into the joint of her hip.

Well, this was certainly not a situation she had EVER expected to find herself in with a Decepticon, let alone a gorgeous but apparently touched in the processor Seeker.

Cosmos huffed to herself and regretfully brought out backup measures.

Insinuating one of the electromag cables that she had once used to anchor herself to ships and stations while doing maintenance into his elbow joint, she ran a mild current into it.

To her relief, the limb relaxed, and she was able to wend her way out of the Seeker's grasp without further incident. She was about to take off, when she hesitated. It didn't feel right, just leaving him without a word.

Cosmos rummaged in her subspace for a small, disposable data cube. She hesitated (surely fraternizing with a pretty, gentlemanly mech she met under perfectly innocent circumstances wasn't _actually _ treason, right?) and hastily downloaded a short message into it. Then she left it on a flat rock, in a spot where the Decepticon Seeker couldn't possibly miss it.

She sighed softly as she engaged her anti-gravs and glided silently away. If only the war was over, she could let big, handsome war-builds snuggle her all they wanted.

* * *

><p>Soundwave loomed out of the shadows of the warehouse, wing-panels spread in display to the lithe black and white femme before him. Jazz had come to rescue her beloved from his clutches, but he intended to prove to both of them that they would find nothing but safety and pleasure when being clutched by him.<p>

He was glad for his empathic abilities, which allowed him something of a feel for both of the Autobots's current emotional states. Not that either of them were particularly difficult to read at the moment, even without his sigma power.

Jazz took a fighting stance, her optics flashing with righteous fury as she stared Soundwave down. "Prowler!" She shouted. "Ya hurt?"

She had a blaster in one servo and an energy blade in the other, held in the backwards grip of an experienced killer, the flat against one forearm. It was obvious that she had come planning to commit serious mayhem, as only a special operations operative could, but this was not exactly what she been expecting.

For one thing, the sensations she was getting over her bond with Prowl were not precisely distressed, as such. They could more accurately be described as very,_ very_ aroused. He smirked behind his mask.

"The frag?" Jazz said.

Soundwave stepped aside, so that his chassis was not blocking the saboteur's view of her lover. Prowl made a very pretty picture, after all, and such a sight should be shared with those you are intimate with.

The black and white tactician was bound between a pair of sturdy support columns, her thighs damp from his earlier teasing as the two of them had awaited Jazz's arrival. The spreader bar between her ankles kept her open and vulnerable to him, as one of his tentacles wound around her upper leg, gently caressing the sensitive joint of her inner thigh. Another curled affectionately around her waist, its tip toying with the edges of her spark chamber plates. Despite her obvious arousal, the tactician had been unwilling to ask him to overload her, so she remained achingly unfulfilled, not quite able to prevent herself from undulating her hips against the soft teasing touches he bestowed on her gorgeous plating.

"I am…uninjured. Jazz…I ahhh…Soundwave has not actually harmed me. I admit to being highly, mmmm…frustrated, however." Prowl managed. Soundwave admired the femme's self-discipline, though it was highly inconvenient at the moment.

Jazz actually took her optics off the highly dangerous Decepticon to look directly at her lover, who did not in fact seem to be damaged. In fact, that was the look Prowl got when a wires breadth from overload. She took in the view, and snapped her attention back to the enemy mech. Such a lapse in concentration could get you killed in combat.

"Situation: not dangerous to Autobots Jazz or Prowl." Soundwave said. He rarely minded his crippled verbal processor, but this was one of those times. "Prowl: unharmed. Jazz: not in any danger."

"Ya can't tie a femme up and rape her and say it ain't harm, ya stinking Con scum," Jazz snarled.

"Soundwave: has not raped Autobot Prowl. Level of respect for Autobot tactician high." He said indignantly. Not that anyone would be able to tell from his tone. "Overload, not yet requested by Prowl. Soundwave: happy to give pleasure. Will not interface unwilling participant."

"Jazz, that's actually true" said Prowl, sounding breathless. "He's just been teasing me. That doesn't mean you should trust him." She commed her lover. _Jazz, he's got jammers all over the outside of this building. I haven't been able to get a signal out to the others. Please tell me reinforcements are on the way_, _because I actually don't know how much longer I can hold out here without telling him it's all right to frag me silly. Those tentacles are impressively agile._

_A course I have reinforcements coming, Prowler. I ain't as dumb as I look, ya know._ Jazz replied, trying to simultaneously keep an optic on Soundwave and all his appendages and ogle Prowl, who was putting on one of the most erotic shows she had ever seen. The pair of tentacles sensuously caressing the femme's armor wasn't really helping any of them keep their cool.

"Other Autobots, not arriving soon." Soundwave murmured. "Symbiotes jamming Jazz's signal. Suggestion; allow me to please you both. Autobot femmes safe, will not be harmed. Will be released after."_ Please_ he thought. "Jazz, welcome to keep weapons."

"Seriously?" She said. "Ya do know what I can do with a plasma blade, you're the head of Con Ops."

"Jazz, deadly. Formidable. Understood. Soundwave does not intend harm. Immediate objective: please femmes. Long-term objective: peace between factions. Rebuilding of Cybertronian society. Sparklings."

The head of Autobot Special Operations was nothing if not quick on the uptake. She gaped at him. "This…this is a slagging Con _courtship_, isn't it? You…you're trying to show us your fraggin' prowess!"

Prowl chimed in, her voice breathy. "Thus far, I am favorably impressed."

Soundwave couldn't help but preen, just a tiny bit.

"Prowl?" Jazz asked.

"He certainly does make a most…persuasive argument, love."

"Well, ok then, but any funny business and I'll slice out some components you'd seriously miss, Decepticon."

"Done." Intoned Soundwave, retracting his mask and visor. "Jazz and Prowl, will not be disappointed."

"Don't get too carried away, Decepticon. This is just an audition. Us fragging you doesn't mean we make you our third any time soon."

"Understood. Soundwave must prove worthiness as mate."

"Pardon me." Prowl said. "I would like to request that overload now, prior to any further negotiations or threats of limb removal. Our intelligence indicates that you are a sought-after lover among the Decepticons, and I am interested in seeing if our Intel is accurate."

Soundwave's uncovered mouth quirked in a wicked little smile. He caressed his occupied tentacles expertly down Prowl's heated armor and reached out for Jazz with the others.

The deadly little femme's lip componants parted in surprise, and she let out a breathy little "oh" sound when he twined several of his limbs around her gloriously curved form and smoothly pulled her into his embrace, sliding a leg between her thighs and snaking tentacles into every sensitive spot he could find. He retracted his mask to nibble on her neck cabling, traveling up to the corner of her jaw components.

Taking a firm grip on her waist, He spun her to face the lovely Autobot tactician, and reinstated his thigh between hers from behind. He could easily see over her helm, and feel her reaction as she witnessed the show her partner was putting on. He smirked. He wouldn't have wanted Jazz to miss how hot he had gotten her lover while they had awaited her arrival.

He slid a tentacle smoothly into each of Prowl's hot, soft, wet ports, making the femme arch uncontrollably, her vocalizer emitting a staticy keen of pleasure as she was stretched and filled by the thick, sensor-rich appendages.

His spike extended, hard and ready, and he grabbed Jazz's hips, lifting her and holding her open to him as he lined himself up with her primary port. He began to push into her, spreading her wide on his spike…

Soundwave woke, his fans whining with the effort of cooling his frame, his spike painfully hard. Frag. Frag, FRAG.

Why did he always wake up before the really good part? Surely he hadn't offended Primus THAT much – he _was _ working towards ensuring his species' survival here, after all.

He took matters in servo, gripping his hot, aching spike and sliding up and down, the pleasure enhanced by the imagery from his defrag dream.

Soundwave's hips ground up against empty air, his body arching uncontrollably as he started a hard rhythm along his length. After only a short while, he convulsed in overload, an almost inaudible moan floating through his room.

There was work to do, if he wanted that dream to become reality.


	19. Chapter 18 Drama

**Chapter 18: Drama  
><strong>

_I aint dead._

_Note; this is G1 cartoon Shockwave, with more than a little of the TFA version thrown in. I only know the comics from fanon, and the movie version didn't seem to have a lot of characterization. _

_I don't own anything recognizable, yadda yadda. No one who isn't of age/maturity for adult type shenanigans should be reading this, y'all know the drill… _

* * *

><p>Skyfire sat on the largest of the adjustable medical berths, which was still much too small, though it would probably be roughly the right size for the Prime. She resisted the urge to fidget.<p>

Her fuel consumption and a few other systems had been off recently, and she had come down to medical in case she had damaged herself somehow during her recent…exertions. Soon after joining the Autobots, she had discovered that the best way to avoid Ratchet's famous temper was simply to come in for a checkup when something might be wrong. As far as she could tell, much of the medic's bluster was calculated to overcome patients resistance to things that were for their own wellbeing.

Well, and some of it was just Ratchet's naturally sunny demeanor, of course.

The boxy red and white femme came in and smiled at Skyfire, though the flier could see a touch of strain around her optics. Word of Perceptor's abrupt trip had come only a little while ago, and all anyone knew was that the bridge coordinates had been set for Cybertron, but not refined. Everyone was hoping desperately that she had arrived somewhere safe.

Skyfire liked the quiet little scientist. She had never looked at broad white wings and thought "Freight hauler" or "Decepticon". She had brightened noticeably when they had been introduced, and had been delighted to find that the mech unfrozen from the polar Ice caps was a fellow researcher, and could follow her when she waxed eloquent about her first love, engineering.

Skyfire's specialty might be in a very different field, but the two of them had always found things to talk about. She would never judge Perceptor for being a little overly verbose in an attempt to cover for her awkward shyness in social situations, and in turn the delicate researcher would never ask pointed questions about Starscream, or Decepticons, or her unwillingness to fight other mechs except in life or death situations.

Ratchet gave her a not-quite curt order to lie down on the med berth (doing so required some low-level gymnastics, since she didn't actually fit) and wheeled over an electromag imager. Using the detachable scanners designed for large or oddly shaped mecha, she ran several passes over her patient's head and chassis. Her optical ridges went up. She fiddled with a few settings, and repeated the process.

Then she sat down hard on an adjacent stool, and opened her mouth. Then she closed it.

Skyfire was starting to become concerned.

She sat up. "I do hope it isn't anything fatal, Ratchet." She said in her best deadpan. "I have results to write up."

That seemed to shake the medic out of her daze. "I think I can safely rule out any dying on your part." She said dryly. "At least if you follow your medics orders, get the proper nutrients, and don't do anything foolish for the next Earth year or so. Though the father or fathers might potentially be in trouble, depending on how you came to be sparked up."

"… Sparked up"? It was probably just as well that she was already sitting, because she might have landed of her aft on the medbay floor otherwise. "As in, I'm carrying a newspark?"

Ratchet put on her best Compassionate Medical Professional expression. She hoped the shuttle wasn't going to glitch or have hysterics or something. It would make a mess of her nice organized medbay. Fortunately, the big femme was looking more surprised than traumatized.

Skyfire opened her mouth. "Um." She said. "I truly did not expect that. Oh dear, this is probably going to lead to Drama."

* * *

><p>Perceptor was set upon by a pair of flying security drones moments after being dumped unceremoniously on a soot-covered street in a burnt-out section of Cyybertron. She had no fragging idea where she was beyond that, but her onboard sensor suite recognized the atmospheric chemical mix immediately. A few clicks later, her pattern recognition software kicked in and she also recognized the ruined skyline of Kaon. She had barely hauled herself to her stabilizing servos and taken stock of her situation, when she heard the tell-tale engine whine of Shockwave's guard drones.<p>

She sprinted towards a nearby ruin, hoping for some reasonable cover. Frag, frag, fraaaaag. Damn Wheeljack and her overly permissive parenting skills!

Perceptor threw herself behind the pathetic excuse for shelter provided by some crumpled, and apparently half melted remnants, capacitors whining as her scope transformed its function from microscope to laser canon.

There were only two drones so far. She sank her stance into the solid structure that would allow her enough steadiness to target the fast-moving machines. Her scope wasn't truly designed as a weapon, but as she had been planning nothing more aggressive than a mild argument with Jack or Skyfire, it was what she had to servo.

Her focus narrowed in on one of the searching drones, and she squeezed off a shot, hitting it in an engine. Unfortunately, its companion now had a read on her location, and came in firing.

A laser blast scorcher her shoulder armor, the burn a line of agony. She fired despite it, and clipped the drone, which didn't go down, but did appear to lose stabilizer function. She hit it again, and the mechanism exploded spectacularly. Not good.

She made a run for it before the light and heat show drew every guard and drone in the quadrant. This was Shockwave's domain, and her only chance was to make it to the underground, and try to meet up with an Autobot or even a Neutral. Problem was, she had no idea how to find Elita's troops, and the nearest friendly could be a very long way off.

* * *

><p>Shockwave was surprised when the proximity alerts went off. That was strange…it was a lightly patrolled area relatively near his own fortress. He had few guards there, because it was nothing but a wasteland. There was nothing in that part of the quadrant but ruins. At least as far as he was aware.<p>

One of the patrol drones had managed to transmit a snippet of video. He examined it as he remotely activated more guardians and sent them after the source of the disturbance. It was hardly any thing but a silhouette, but it was informative for all that. The figure was no Decepticon, that was certain. Besides not being sufficiently bulky, its elegant curvature made it clear just which subset of the Cybertronian population it belonged to.

Whichever Autobot had just arrived in his territory was on the small side, but not miniature. He didn't recognize the intruder, but given the poor quality of the image and the recent changes in the Bots' forms, that didn't mean much. It wasn't Prime or any of the fliers, and he was thankfully able to rule out the ones who turned into extinct giant organics.

Wheeljack had to be the one behind those creatures. The fragging younglings breathed fire, for pits sake. The cheerfully pyromaniac inventor might as well have signed their hindquarters. Perhaps she was his visitor? That would be pleasant. Well, if the creations didn't come after her, anyway.

Besides the remote guard drones, several of Shockwave's other, more advanced sensors were registering readings, but he disregarded them for the moment. An Autobot intruder was much more important. He rushed to his control room, summoning the few nearby sentients under his command and powering up his drone soldiers. If there was an Autobot here, he needed to capture her. If she was one of Elita's, he could trade her for favors from his counterpart. If she was from Earth, he would FINALLY get some decent intel on what the frag was going on out there.

* * *

><p>Perceptor was in Trouble. And it was all that fragging Dinosaur's fault. Why couldn't Wheeljack build NORMAL sized younglings? Or failing that, prioritize grace in their developmental hierarchy, instead of fripperies like fire breath?<p>

She ran once more, using ruined structures and even the long greyed-out chassis of a dead mech. The whole place was nothing but a desolate wasteland. The part of her that wasn't desperately trying to get out of Shockwave's perimeter before she got either slagged or captured was crying out in grief. It was a terrible thing, to see the ruin of her home world.

Frag the Decepticons, and Frag the Council, and Frag everyone who had to go and try to address problems with weapons instead of actual work and communication. She was going to die here, alone in the cinders, because of a stupid, stupid accident caused by an underclocked youngling who should not have been allowed near delicate equipment. Of any kind. Ever.

A bolt grazed her hip, leaving a firey line of pain and screaming error messages. She was not built for this kind of slag. Another laser burst hit the back of one of her legs, bringing her crashing down into the soot covered ground.

She tried to roll clear, only to find herself staring down the barrel of an enormous canon. Behind the hovering guard drone, nearly a dozen others were coming into range.

A precise shot hit her arm, making her drop her weapon, and through a flood of errors, she saw a bright green Seeker with a disturbingly gleeful look on his face land, surrounded by non-sentient shock troops.

She had really had better days.

* * *

><p>Shockwave had honestly been expecting either an unlucky lab assistant or junior engineer, or simply an Autobot grunt, in the wrong place at the wrong time. Possible but less likely, Wheeljack him er, herself, standing sheepishly at the center of another explosively disastrous experiment gone wrong. He had hoped it would be Wheeljack; the two of them had been distant acquaintances once, before the war had broken out. He was fairly certain he could simply chat the inventor up in order to acquire most of the information he wanted.<p>

He had not been expecting his guards to dump a disheveled Perceptor at his stabilizers.

The microscope lifted her chin in frightened defiance, big blue optics wide. He dimly registered Acid Storm grinning like a predator who had found some tasty, fluttery prey animal.

Shockwave was glad that no one would be able to tell that he was gaping like a fool at the respected scientist's new sweetly curvy frame and (comparatively) delicate build. "Perceptor" he said. "What a pleasant but unexpected surprise."

Incredible. The being in front of him had the same colors and similar features as the blocky, utilitarian mech he remembered. She had the same kibble, the lenses of her microscope glinting in the dim light, and the same blue optics as before. The whole effect was very different indeed, however. She was as lovely as Elita, but much more approachable looking.

"I would _happily _volunteer to look after the prisoner, Lord Shockwave" said Acidstorm. "She was injured while fleeing your guard drones. A few repairs, and a nice cozy cell…"

Shockwave could tell that his creation was merely needling him for his twisted amusement. Damn Seekers. Acidstorm knew full well that a prisoner from Earth would be overseen by Shockwave himself. Let alone one of the enemy faction's most preeminent scientists. Of course, he also didn't know who she was, in all probability.

Shockwave allowed a touch of dark humor into his voice. The young Seeker might have brains and talent, but he still had a lot to learn. "Acidstorm, this is the Autobot scientist Perceptor, preeminent authority on wormhole technology and quantum physics, and author of enough important research that you might as well simply look her up in the database. _I_ shall deal with her."

He turned his attention to the Autobot, who was staring at him with wide, apprehensive optics. Her gaze strayed to his servos, one heavily clawed, the other replaced with a weapon. They were the hands of a killer and a soldier, not a scientist. They were replacements, functional in his current post, but definitely not what he had had when they had first met a long, long time ago, when he was a diplomat from Tarn and she a young mech with a brilliant mind and near nonexistent social skills.

"So very nice of you to join us, Percy." He purred.


	20. Chapter 19 Consultation

Feminine Troubles Chapter 19: Complications

"And while it's very unusual, it is possible for a new spark to have just one code and energy donor, though generally the medical recommendation is to shore up the initial batch with code-bearing fluid from at least one more mech. It helps prevent possible health problems with the gestating spark, as well as lessen the potential for frame defects at decantation. Of course, most frame issues can be dealt with given proper and prompt medical treatment, but prevention is always the most effective way."

Skyfire actually knew this, and was pretty sure that her little adventure a few weeks ago with Scree and Megatron was responsible for her current condition. She plastered an attentive expression on her face-plates. She could tell Ratchet was nervous. The CMO had a couple of tells, one of which involved absentmindedly tapping on handy flat surfaces. She was doing it now.

Idly, the shuttle wondered if Ratchet had ever actually attended a carrier and the decantation of a Newspark. If she had, it had probably been a looooooong time ago. Femmes had been unusual back when the medic was young, too, though not as rare as they later became. Of course, that had changed in a big way recently…

"Rejection by the carrier's systems is one of the main causes of spontaneous extinguishing of a new spark. This happens when the carrier's nanites erroneously identify the newspark's containment frame as a harmful foreign body and the mechimmune system attacks it. The more varied the codes and nanites are that help to form the newling frame, the better a match can be made with the carrier's systems. This is especially important if the sire or sires are different model types than the carrier." Skyfire nodded in solemn agreement. She wasn't actually terribly concerned, but there was nothing wrong with taking precautions.

"Also, a variety of nanites can prevent issues caused by incomplete or damaged cybergenetic information being taken up by your micro assembly processes." The white and red medic continued.

"A minimum of two siring mechs is needed to get a reasonable range of nanites and code, which is also the minimum number of mechs it usually takes to get a femme sparked, though of course it usually requires more to achieve quickening."

Well, Starscream always had maintained that he was worth three regular Seekers. And Megatron was larger than life, himself. At least she knew they were both sturdy. Her Scree was smart and fast, but what was Megarton going to contribute? Firepower? Stamina? Simple vitality? She supposed that they did live in a dangerous universe, and all those things could be useful, but it wasn't precisely what she would have chosen if she had been looking for traits in a newspark sire.

If only there were some mechs of a more sensitive, poetic, empathetic character around. Skyfire would have immediately conscripted one of them to assist her in balancing out the Decepticon Leader's traits in her developing newspark.

Fraggit. Why couldn't Trailbreaker or Beachcomber have remained of the mech persuasion?

Sunstorm woke from his defragmentation cycle feeling good. He stretched, feeling the radiation of Earth's bright yellow, comfortably nearby star warm on his plating. He stretched sensuously, feeling his onboard power plant soak up the energy. Hmm, his thrusters kind of hurt. What had he been doing to cause that? Absently, he searched the ground near him with his servos. Something that was supposed to be here wasn't. He had misplaced something important…

The little Autobot femme that Primus had sent him! Where was she? He onlined his optics at full power and looked around wildly. Alone. He was most definitely alone, sitting forsaken on the (slightly singed) ground where he had landed in a barely controlled manner a short time before.

There was no adorable, curvy little green and gold femme looking at him with big, compassionate blue optics. Had he frightened her away? Had she simply left to go back to the Autobots as soon as he dropped into defragmentation? He felt sick to his tanks. Surely she had to know that Primus had chosen them to be together! It was so clear!

Was she even real, or had he dreamed her after that humiliating encounter with the feathered vermin?

No, she had been real! It would never have occurred to him to dream her up! He scanned his surroundings again, with radar, sonar, and other more esoteric instrumentation. His Cosmos! She was gone, stolen away! He had to locate her! He wasn't done hugging her and cuddling her and preening her and telling her all about himself and his Special Bond with Primus! He hadn't come up with an endearing pet designation for her!

Nothing. Just weird granite and silicate formations and unfamiliar bits of organic life. His rising panic fueled his aura, and nuclear fire began to glow along the edges of his armor. The Unicron spawned urge to shriek his frustration and loss to the skies began to well up within him… When he spotted something. Not an adorable little Autobot space farer, but almost as good.

It was a data cube. Spark in his throat, he dimmed his radioactive output and went to collect it.

It was…it was her comm. frequency! He very nearly jettisoned what was left of his already battered dignity to do a happy little dance. His lovely, sweet, incredibly hot little Autobot space-flyer, who had obviously been sent to him by the hand of Primus, had left him the means to contact him.

He would have preferred that she be here when he awoke, of course, but this was almost as good!

Sunstorm flew swiftly towards the Decepticon's Earth base of operations, punctuating his travels with the occasional loop-de loop and other exuberant maneuvers.

He assiduously avoided the native avians, though.

It was foggy. Really, really foggy. Bumblebee was returning from dropping her human friends off, and was well, bumbling through fog so thick that her headlights barely penetrated it. Fortunately an Autobot scout had far better sensory equipment available to her than your average human driver, but it was unpleasant and kind of disorienting. She wasn't used to navigating with mostly infrared and the occasional sonar ping.

Using the infrared, there were a surprising number of small organic beings flitting through the damp night. She would have to mention that to Hound.

Suddenly, the air was filled with the sound of jet engines, and the Bumblebee had the unpleasant realization that she was alone on a desolate, foggy road with no backup. Well frag it all to Unicron's used oil filters. She seriously hoped that it was just one of the Aerialbots approaching.

Oh Frag. Seeker, not an Autobot flier, and coming straight for her. She took evasive maneuvers, trying to make it hard for the mech to land a shot…But he wasn't firing. She transformed going at least 50 miles per hour, diving for the dubious cover of the drainage ditch at the side of the road, only to be plucked out of the air by clawed hands. She flailed and struggled, trying to aim her weapons somewhere useful.

"Cliffjumper! It's me!" Boomed the Decepticon. "I mean, if this is a new game, I'm all for it, but-"

Bumblebee aimed her gun straight between the coneheaded Seeker's eyes and turned on her headlights. "Hey, you're not Cliffjumper!" He said, sounding far more upset by the revelation than by the fact that she actually had a pretty good shot lined up. What are_ you_ doing out here?"

"Me! What are you doing out here!" Bumblebee replied indignantly. This is inside of Autobot patrol routes! And put me down!"

The expression on the Seeker's face was weirdly conflicted. He opened his mouth to say something, but was interrupted by the arrival of the cavalry. Unfortunately it wasn't Autobot cavalry.

"Hey you Slagger! Put Bee down!" Roared a pair of angry voices down by Dirge's knee.

He and the minibot in his grasp peered down into the fog. "What are you two little fraggers doing here?" The Seeker inquired.

"Us, what are you doing with OUR Bumblebee, you pervy winged freak?" Bellowed Frenzy.

Wow. Rumble and Frenzy were actually looking pretty intimidating right now. Of course, she had always known that they packed way more punch than their size indicated. Smallest heavy-hitters in the Cons, but they made up for it with attitude. The symbiote twins were well known for taking on full-sized mechs, and more often than not, winning. She had always kind of admired that. It was hard to get others to take you seriously when you were on the far end of the "little and cute" end of the spectrum, and they did it through sheer bearings. They made Cliffjumper seem positively mild by comparison.

They were demanding the seeker release her. Rumble yelling something about going piledriver on Dirge's aft, and that he should stick to belligerent mini-femmes who were inexplicably attracted to gloomy exhaust suckers.

Jeeze, did they kiss their scary parental unit with those mouths? And…were they…trying to rescue her? That didn't make any sense, but it seemed to be the case. That was strangely endearing. Wait… 'our Bumblebee?'

She wriggled out of Dirge's loosened grip and dropped like a stone, expertly tucking herself into a rough ball, to roll and come up in a defensive pose. It might have been smarter to beat it, but frankly, she was kind of intrigued.

Soundwave felt a jolt of triumph and delight from Rumble and Frenzy, and got a brief flash of yellow armor and blue optics before he hastily distanced himself from the bond. He was pretty sure his trigger-happy little troublemakers were somewhere with the Autobot scout Bumblebee, but at least they did not appear to be getting lucky as of yet. Thank Primus. He did not think he was ready for that yet.

He had never had a tantrum in his entire functioning, but if his creations managed to score with the object of their affections before he did, he might have to make an exception.

Soundwave went so far as to clonk his helm against the energon refining filter he was working on, before collecting himself.

He was going to be happy for his creations. He was going to be glad, and grateful that they had fixated on a cute, mostly harmless little minibot who's only major bad habit involved pet primates, and not, for instance, blowing herself up, wrestling Seekers out of the sky, or transforming into part of a gestalt.

He _was_, frag it all.

Which reminded him; he was REALLY going to have to prioritize upgrading Laserbeak and Buzzsaw to be able to take on bipedal form sooner rather than later. The thought of the whining and complaining he would be subjected to once the Twins brought home a femme of their own if the fliers were barred from most courting did not bear contemplation.

It was a good thing Ravage was already perfectly capable of changing form. It was only a matter of time before she decided on a mech of her own, as well. At least in that case, Soundwave knew he wouldn't be getting an Autobot in-law. Well, unless she wound up with a mixed group, of course…

Primus. Was a couple of hotter-than-a-solar-flare Autobot officers to help him take his mind off these things too much to ask for?

Optimus Prime was frustrated. This was nothing new, as it happened. Ever since their Change, she had been becoming gradually more…insatiable. At first, she had thought that something had gone wrong with the change to her software and drivers, but after a hasty conference with the medical staff, and eventually with Ironhide and Kup (who had fortuitously been able to establish messaging through a wormhole rift) it became apparent that it was no such thing.

The ramifications were…unsettling. Not least because all of the available mechs happened to be Decepticons. Realistically, the only way to quiet the heat for all of the Cybertronians on Earth was for the Prime to see it to completion.

That meant sparking.

To be specific, it meant that she, Optimus Prime, was going to need to acquire sufficient mech spark energy and code-bearing transfluid to quicken a new spark and casing within her chassis. And not to forget, this would require multiple overloads in quick succession (which admittedly had been quite easy for her to accomplish lately).

Well, the overloads would be easy enough. At the moment, it seemed like it hardly took any effort for her to go off like a rocket escaping a gravitational well. The thought caused her to have a pang, thinking of Perceptor, their missing comrade, and a good friend. The kindly scientist was extremely…gifted at the more pleasurable arts.

She could only hope that wherever she was, Perceptor was somewhere safe, with someone who would appreciate her.

The entire science and engineering team was on the case, trying to reconstruct their friend's transit. They were sure she was on Cyberton, and had narrowed it down to somewhere in Tarn, but beyond that, they weren't sure.

Optimus had started to think that the only thing to do was send a team to Cybertron. They would have to take over the Decepticon Space Bridge to do so, and that certainly presented a challenge, but Tarn was Shockwave's home, and the location of his citadel. She would not abandon a loyal Autobot to him. A judicious application of Dinobots to the Decepticon guards on the bridge should help. They were eager to make up for Grimlock's little accident, given how much it upset Wheeljack and Ratchet.

She would lead the team going to Cybertron, of course. And if Megatron was there, and tried to stop her… Well, she would blame that little fission of excitement running up her back strut on pre battle jitters.

There was a smoking hot Autobot researcher in his control hub, and he was the only local authority. Shockwave felt the phrase "I have you now, my pretty!" bubble up in the back of his processor, but managed to restrain himself before his vocalizer shaped the sounds.

This was no time for cliché villainy. He wanted to impress the lovely paragon of Scientific Virtue, not make her desire to punch him in the sensors. She knew where they were, too. He recalled a memorable party involving a group of post-grads, the junior diplomatic staff from the Tarnian Embassy, and an accident involving several tons of fire suppressant gel.

There had been a fight using said gel. The Autobot had excellent aim. It was probably just as well her commanders kept her behind their well-defended perimeter at all times. Well almost all times.

Obviously, fate was rewarding him for his steadfast loyalty to his Glorious Lord, Megatron. He had received not just any Autobot, and not just any member of their science team, but the one he would most like to have a nice, in-depth chat with, over containers of his special blend of partially crystallized high grade. Plus, of course, he would have ample time to seduce her. She was kind of quiet and shy, as he recalled. Probably didn't get a lot of attention from potential berth-mates.

He would just have to be charming. Charming and suave, and as reassuring as a huge, one eyed- weapon handed Decepticon general could be.

He was sure he was up to it.


	21. Chapter 20 Uncomplicated

Feminine Troubles 20

**Chapter 20**

_Author slinks sheepishly out of the shadows, ducking thrown objects as she goes. After checking to make sure no one is looking, she dumps a chapter on the doorstep and runs off into the humid night…_

_But seriously folks, sorry this took so long. I hit a writer's block like nothing I've ever encountered before. It may have been made out of basalt, and I was a little short on dynamite. Fortunately, a wandering muse left me with some industrial strength etching acid, and it eventually ate past the blockade._

_Also, the wonderful Naggingfishwife, who did such great art for this fic appears to have left Livejournal, which is a terrible thing for all the fans, and I hope she's ok. Alas, I don't have copies of any of the fanart for this story. _

_Also, regarding the recent instances of stories being removed from FFnet for content; I find it very upsetting that they are choosing to simply purge stories for the sake of censorship. After all, the entire point of having a ratings system is so that people can avoid content that they do not want to see._

_Should this story be removed, it will be available in whole on my Livejournal, where I am Thornwitch1. It is also currently up at its original home on tfanonkink, also on Livejournal. I am trying to back up all of my reviews for both of my stories, because I'd hate to lose them._

_I considered simply posting a bowdlerized version here to start, but frankly, this story is both sex positive and female positive, and I don't really feel that it would be emotionally scarring for anyone, unless they have some serious issues._

* * *

><p>Ravage was having Issues. Damn the Autobots, damn Optimus Prime, and Damn Primus for interfering in their war with some gender bending and this thrice damned Heat. Of course their fragging deity would have to be the universe's worst matchmaker. Cybertronians were just lucky like that.<p>

She paced, her paws making no sound on the metal bulkheads of the Nemesis. She seriously needed to get out of here, before she did something she was liable to regret. Like finding the nearest mech who was at least quasi size compatible who was not a member of her team and fragging him silly.

You knew things were bad when you started eyeing Dead End and wondering if he would be reasonably trainable in the berth. Ravage had always been of the opinion that when one interfaced with a much younger mech, the important thing was to leave them better than they were when you found them, but even she wasn't quite ready for that much of a fixer-up.

No, indiscriminately pouncing on the first mech that came handy was no way to go about something like this.

It was a bad idea on so, so many levels she didn't want to contemplate it too hard. There were a few Decepticons who she would actually consider fragging under normal circumstances, but that didn't mean she wanted to i_breed_/i with any of them.

If she was going to have kittens (and a part of her was excited by the idea) she wanted a competent sire, who she had at least a modicum of respect for.

She needed a bigger cross-section of mechs, or possibly more stringent methods.

_Boss?_ she sent over the private comm. frequency that she used to speak to Soundwave. _I need to speak to you. It's important_.

Not to far away, the third in command of the Decepticons on Earth had a sudden sense of foreboding.

* * *

><p>Naturally, Bumblebee had called for help as soon as she spotted the seeker. For the few minutes between Dirge grabbing her and him dropping her like Sam with a not-so microwave safe dish after foolishly removing it from a heating unit that Wheeljack had been tinkering with, it had seemed like a really good idea.<p>

Now however, it seemed like perhaps she had overreacted.

There were a pair of short, normally attitudinal Decepticon twins giving her hopeful turbopuppy optics and shuffling their stabilizing servos.

"So…" Frenzy said suavely.

"Uh…"His twin continued, looking like a cybernetic version of an opossum staring at the oncoming headlights of a multi-ton vehicle.

Bee finally took pity on them, giving them a sweet smile. "Thank you for the rescue, Frenzy, Rumble." She said. "You were very brave."

Frenzy scoffed. "What, taking on that flying box of loose bolts? We ain't afraid of Dirge or his bunch of looser wingnuts." Rumble elbowed him in the abdominal plating. "Uh, but if you think it was brave, then that's awesome!"

Okay then. Definitely didn't have to worry about hostilities from the cassette twins. That was nice to know.

"So, uh, Bee, is it all right if I call you Bee?" Rumble said. "Now that you're here, and we're here, we were wondering, if maybe you'd like to do an activity some time? Or, if you want, the three of us could frag like turbobunnies. That would be cool too."

Well, that was… unexpectedly direct.

Bumblebee was honestly tempted. Both offers were good ones, given that she had been really, really horny lately, and well, twins. Besides, it was sweet how they had been all homicidally aggressive in coming to her rescue and then became all bashful.

They were really kind of cute, in a punk Decepticon kind of way, and she was pretty sure they were somewhere near her own age, which was nice. Dating a much older mech was sometimes good, but she didn't like it when they started acting like they knew better than her because they remembered the Golden Age, back in the good old days, and she had been sparked after the uprisings had begun.

She opened her mouth to suggest that they meet up sometime soon, perhaps to view the phenomenon known as the Aurora Borealis, which was supposed to be unexpectedly strong over the next few days due to a series of solar flares, when she was interrupted by loud comm. chatter and the sound of high performance engines rapidly approaching their location.

Well fraggit.

The cavalry she had called earlier was about to arrive.

* * *

><p>One particularly unpleasant thing about the current state of their beloved, broken homeworld was that it took forever to get anywhere.<p>

Elita sighed in irritation as they had to stop i_again_/i for Torchweld to do a quick patch job on one of her troop's gyros. This time it was Moonracer, who was sitting on the cracked, rubble-strewn surface of what had once been the busy main artery of a small provincial outpost.

Elita was leaning against the corroded wall of what could more-or less be termed a building. It looked like it had once been a large compound, possibly the residence of a group of special-function mecha who had made a particular product of had a specific skill set. Now it was just a ruin, of course. It had probably been one since before the war really got rolling. A lot of these small towns had been abandoned early on when energy began to get scarce.

She didn't recognize the place anyway; they were a long way from Iacon, where she had spent most of her function prior to the war.

The Decepticon slaggers had it easy with their flight mods. They didn't have to navigate the planet's slagged up infrastructure like grounders did. Elita often wished that she and her Autobots could simply fly over the ruined, blocked, and sometimes boobytrapped roads of Cybertron.

Chromia came to lean companionably next to her. "The scouts haven't seen anything. Same for our spy eyes, unfortunately."

"Frag." Elita said feelingly. "We can't go in guns blazing if we don't know where our guest is, and I'd really like to avoid walking into negotiations with Shockwave without any intel."

"Well, there's always plan C" The blue and silver femme smirked. "Put a bag over Shockwave's head and do it for the Autobot cause. He'd be putty in your servos in no time."

Elita snorted a laugh. "Gee, Chromia, you have _such _a way with words."

When they moved on, Elita was still chuckling a little under her breath.

* * *

><p>Perceptor had been repaired, washed, waxed, and buffed to within an inch of her existence by a veritable army of Shockwave's drones. While this was immensely preferable to being hacked, interrogated, tortured, or any number of horrors rumored to be visited on mecha unfortunate enough to fall into the clutches of Megatron's steward, it was still somewhat worrying.<p>

The cycloptic mech hadn't done any of her repairs personally, and looking at his one clawed servo and one gun barrel, she was distinctly relived by that. He had...lingered in the repair bay, though. A few seekers had come in to gawk as well, but Shockwave had made them leave as the tiny repair drones skittered over her armor.

Then there was the small talk.

He was awful at it, which she had a certain sympathy with, but given that she was still waiting to hear what terrible fate was in store for her, she didn't feel the sense of fellowship she otherwise might.

The Autobots would be willing to negotiate for her return, or they would send a team to rescue her. Assuming they knew where she was, which was by no means guaranteed. Still, she kept hoping to hear the ghostly pede-falls that might mean Mirage was here for her...Not that the femme in question would actually make such a betraying noise...

Shockwave had escorted her to a small, barren room and left her. She was quite certain that the slightly shinier patches near the tops of the wall were sensor suites, and they had passed numerous security drones and a few seekers on the way here. The seekers had leered.

Naturally, Perceptor was now sitting on the spare berth, building a three dimensional rendering of all of the parts of the base she had seen so far. She added the sections she was able to extrapolate from other sources in different colors as a way to stay organized. While she was unlikely to get the opportunity, she would use any maps she was able to create in an escape attempt if at all possible.

Failing that...well, there were rumors that Shockwave was starved for company here on Cybertron. Their reports indicated that the seekers spent most of their time scattered across the globe instead of in his presence, and most of them were undereducated younglings, in any case. Being charming and entertaining was not exactly her forte, but Shockwave was what Wheeljack or the humans would refer to as a "nerd" and might find the things she had available to her as conversational topics interesting.

The spec opps femmes had had an overcharged conversation one night about the "Scheherazade Gambit." She had listened, rapt, as Bee, Mirage and Jazz had spun out (doubtless embellished) tales of beguiling and distracting more physically powerful foes using variations on it over the long eons of war.

Basically, it involved using a combination of seductive whiles and excellent storytelling to keep your captors from killing you while you awaited rescue.

She had never had much in the way of whiles to use, but at least now she had the "feminine" bit to add to what little she had available...

* * *

><p>Ironhide caught Ratchet's optic from the other side of the conference table. She then tipped her helm towards Optimus, a speaking expression on her faceplates. The medic nodded her understanding.<p>

She agreed completely with her old friend, it was time to do an intervention on their Prime before said leader fried something out of sheer pent-up sexual frustration. While her dedication to duty was commendable, Optimus was not operating anywhere near her optimal levels, and was visibly short-tempered and easily distracted. Something needed to be done, and as the CMO, it was her duty.

Well, she was quite sure Ironhide would be happy to lend a servo as well.

Their leader needed some quality overloads and a nap before doing any more strategizing, and they were just the femmes for the job. Besides which, Jazz looked likes she was about to vibrate out of her armor if she didn't get some relief soon. The visored femme was sitting next to the Prime, and she didn't seem to be dealing with the massive onslaught of cyber pheromones and hungry, searching energy fields well.

None of the mecha in the room were unaffected, but the head of special operations definitely seemed to be the worst off. Ratchet would prescribe a couple of hours of Prowl and possibly a box of magnetic restraints, but the two of them could probably figure it out for themselves.

Finally, the meeting ended, and the mecha present gratefully filed out, expressions of relief on their face-plates.

As Optimus headed for the door, Ratchet and Ironhide boxed her in, each one of them grabbing an arm. The bigger femme looked down at them, her expression puzzled. "Is there something the two of you need, my friends?" She asked gravely.

"Huh, I'd say there's something YOU need, Prime." Ratchet growled. "Before you make everyone on the base explode out of frustration. You know better than this."

"I beg your pardon?" Optimus asked.

"You need an overload Prime." Ironhide replied bluntly. "And you don't seem willing to take things into your own hands, so we're going to see that you're taken care of. Now, bend over the conference table. I have something to keep you occupied on our way to Med Bay."

"I…what?" The Prime looked baffled, even with her features hidden by her mask. "I have had more overloads in the past week than I normally do in a month. It can't possibly be that bad."

"Over, Prime." Ironhide commanded. " I can feel the heat coming off your plating, and you've been sitting in a meeting for the last hour. "You're going to hurt yourself and you're making everyone else crazy."

Optimus granted that her old friend might have point, since she felt like she would do almost anything to have a spike or two in her valves right now, but this seemed a bit excessive. On the other hand, she trusted Ratchet and Ironhide, and a medically necessary overload or three never did anyone any harm.

On the other _other_ hand, she needed to set a good example for the other Autobots, and not allow her own selfish needs and desires to override the general good. "Ratchet, Ironhide, I appreciate the thought, and I am deeply touched by your concern, but this is the middle of duty shift, and I do not think it is appropriate for me to be engaging in recreational activities during it."

Ratchet facepalmed, a human gesture that most of the base had picked up. "_Optimus_" she growled, "you not taking care of your basic needs is setting a much worse example, and besides, you're our _Prime_. You're far more than just a military commander, and it's very slagging unhealthy to everyone for you to forget that."

Optimus couldn't help but squirm a little at that. She knew she was sometimes guilty of ignoring the more priestly duties associated with her title in order to take care of her military duties. There were ceremonies and observances that didn't always get completed, and she still hadn't taken the time to undergo the deep meditation that would let her search the Matrix for information on previous femme Primes to see if she was missing anything…

Ironhide added her two credits. "Come on, Optimus. If it was anyone else, you'd be giving them a few hours leave to take care of an issue like this." She looked stern. "We talked about this: no treating yourself worse than you would treat another bot."

She stepped further into her leader's EM field, her own reaching out with a blaze of sensual hunger, and lowered her voice to a purr. "If you won't take some time for yourself, take it with us?"

On her other side, Ratchet did the same, her field reaching and caressing.

Optimus Prime knew when she had lost a debate, and this was one of those times. With an almost inaudible groan, she gave in. "Very well, I shall trust your judgement in this." Both of her officers grinned. "Excellent, Optimus!" Ratchet said. I'm glad you're willing to listen. We want you to be healthy and comfortable, and also to not drive us all insane."

"Yeah, what the Doc said." Ironhide chimed in, grinning. Now, why don't you be a good commander and turn around and plant your elbow joints on that table. Wheeljack made you a present."

* * *

><p>When her friend and commander followed her instruction, and leaned over the conference table, bracing her servos on its shiny metal surface and presenting her aft to them, Ironhide had barely begun to stroke around the joints of her hips when her panels snapped open.<p>

She could tell this little intervention was more than overdue. They would have to keep a closer optic on their leader for signs of strain.

"Right." Said Ratchet sarcastically. I can see that you're totally keeping up with a reasonable level of self maintenance. Really, Optimus, it's not like most of the Autobots on this planet wouldn't jump at the chance to assist you with this." The medic sauntered over to the conference table, and reached up to grab and expertly stroke one of the Prime's audio sensors. The action was rewarded by a deep purr.

"Yes, Ratchet." She murmured, optics at half power. The fingers petting her antennae gave a quick tweak.

"Optimus, you need to take better care of yourself, or at least let the rest of us take care of you." The medic scolded. "We hate to see you so uncomfortable, and besides, you're not functioning at anywhere near optimal if you're suffering from the Heat without any relief."

"Hmmm, heat? What do you mean, Ratch?" Optimus asked. She squirmed as Ironhide's fingers wriggled their way into her anterior valve. She was embarrassingly wet with lubricant, proof that her processors had not been on her work.

"Mmmmm, oh, YES, Ironhide. Do it deeper…" she murmured softly, her hips undulating back into the thick dark fingers that were burying themselves in her sopping port. It felt SO good to be filled, though the fingers were nowhere near enough. What she really needed was a mech or five, with nice sturdy spikes and plenty of stamina. She spread her legs farther, her other port clenching on nothing.

She wanted to be filled, rust it all! Why couldn't Ratchet and Ironhide have spikes!

"Yes, Optimus, Heat. Which we're going to sit down and discuss after you have a nice maintenance session in Medbay. But first, we're going to prep you a bit. Hide?"

There was a chuckle, and something was being inserted into her anterior port. Something round and hard…it stretched her opening a bit, then was pushed inside, only to be followed immediately by another, and then another. "Ah! Ironhide!" she gasped as the three connected spheres rattled inside her when she arched her spinal struts.

A big hand patted her aft. "Okay Optimus. You can close up, and the three of us are going to take a nice walk down to medical."


End file.
